UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
 
the Securities Exchange Act of 1934 (Amendment No. ___ )
 
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oConfidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
oDefinitive Proxy Statement
oDefinitive Additional Materials
oSoliciting Material under §240.14a-12
 
ASGN Incorporated
 

(Name of Registrant as Specified In Its Charter)
 

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
 
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26745 Malibu Hills Road
Calabasas, California 91301
 
April 25, 2019__, 2020
 
Dear Fellow Stockholder:
 
On behalf of your Board of Directors and management, you are cordially invited to attend the 20192020 Annual Meeting of Stockholders (the “Annual Meeting”) of ASGN Incorporated (the “Company” or “ASGN”), at which you will be asked to vote upon:
    
1.the election of Brian J. Callaghan, Mark A. Frantz, Jonathan S. Holman and Edwin A. Sheridan, IV,Arshad Matin, as directors for three-year terms to expire at our 20222023 Annual Meeting of Stockholders;
2.the approval of the Company's Second Amended and Restated ASGN Incorporated 2010 Incentive AwardEmployee Stock Purchase Plan;
3.an advisory vote to approve the Company's executive compensation for the year ended December 31, 2018;2019;
4.the ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the year ending December 31, 2019;2020; and
5.such other business as may properly come before the Annual Meeting or any adjournments or postponements thereof.

The Annual Meeting will be held on Thursday, June 13, 2019,18, 2020, at 9:00 a.m. PacificEastern Daylight Time,Time. The Annual Meeting will be held as a virtual meeting of stockholders, to be conducted exclusively online via live webcast. We believe that this virtual format prioritizes the health and well-being of our stockholders, directors and officers in the midst of the recent public health concerns related to the coronavirus (COVID-19) outbreak.

You will b able to participate in the Annual Meeting, submit questions during the Annual Meeting, and vote your shares electronically during the meeting by visiting www.______. Because the Annual Meeting is being conducted electronically, you will not be able to attend the meeting in person. Details regarding how to participate in the live webcast of the Annual Meeting and the business to be conducted at the Montage Beverly Hills located at 225 N. Canon Drive, Beverly Hills, CA 90210. Themeeting are provided in the accompanying Notice of Annual Meeting of Stockholders and Proxy Statement, accompanying this letter describes the businesswhich you are urged to be acted upon. read carefully.

Please promptly vote your shares by telephone, using the Internet, or by signing and returning your proxy in the enclosed envelope.
Before voting, you should carefully review all the information contained in the accompanying Proxy Statement.
 
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, please vote your shares using one of the voting instruments available to you. 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 ASGN and look forward to seeing you at the Annual Meeting.
 

 
  
 Sincerely,
  
 Theodore S. Hanson
 Peter T. Dameris
President and Chief Executive Officer





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26745 Malibu Hills Road
Calabasas, CaliforniaCA 91301
 
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
to be held on Thursday, June 13, 201918, 2020
 
The 20192020 Annual Meeting of Stockholders of ASGN Incorporated (the "Company" or "ASGN") will be held virtually and exclusively online via live webcast on Thursday, June 13, 2019,18, 2020, at 9:00 a.m. PacificEastern Daylight Time, at the Montage Beverly Hills located at 225 N. Canon Drive, Beverly Hills, CA 90210, for the purpose of considering and voting upon:
 
  
1.the election of Brian J. Callaghan, Mark A. Frantz, Jonathan S. Holman and Edwin A. Sheridan, IVArshad Matin as directors for three-year terms to expire at our 20222023 Annual Meeting of Stockholders;
2.the approval of the Company's Second Amended and Restated ASGN Incorporated 2010 Incentive AwardEmployee Stock Purchase Plan;
3.an advisory vote to approve the Company's executive compensation for the year ended December 31, 2018;2019;
4.the ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the year ending December 31, 2019;2020; and
5.such other business as may properly come before the Annual Meeting or any adjournments or postponements thereof.

The foregoing items of business are more fully described in the Proxy Statement accompanying this notice. The expenses of printing proxy materials, including expenses involved in forwarding materials to beneficial owners of stock, will be paid by ASGN Incorporated. Only stockholders of record at the close of business on April 15, 201920, 2020 are entitled to notice of, and to vote at, the Annual Meeting.

All stockholders are cordially invited to attend the live webcast of the Annual Meeting by visiting www._________. To participate in person. Please call (818) 878-7900 to obtain directions.and vote at the Annual Meeting, stockholders will need the unique 16-digit control number (printed in the box marked by the arrow) in their Notice of Internet Availability of Proxy Materials or proxy card (if you request a printed copy of the proxy materials). However, to ensure your representation at the Annual Meeting, you may access your proxy card by going to www.envisionreports.com/ASGN, entering the information requested on your computer screen and following the simple instructions, or by calling (in the United States, U.S. territories, and Canada) toll free 1-800-652-VOTE (8683) on a touchtone telephone and following the simple instructions provided by the recorded message. The instructions for voting can be found with your proxy card, on the Notice, and on the website listed in the Notice. If you received or requested a printed version of the proxy card, you may also vote by mail. Any stockholder of record attending the Annual Meeting may vote in personduring the Annual Meeting 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.

 
  
 By Order of the Board,
  
 
Jennifer Hankes Painter
 Secretary
April 25, 2019__, 2020 
Calabasas, California 





20192020 PROXY STATEMENT
TABLE OF CONTENTS
General Information about the Annual Meeting and Voting1 Equity Compensation Plan Information431 Option Exercises and Stock Vested44
Proposal One – Election of Directors5 Inducement Award Program435 Non-Qualified Deferred Compensation44
Approval of Proposal One5 CEO Pay Ratio465 Payments Upon Termination or Change in Control45
Independent Directors and Material Proceedings8 8 Equity Compensation Plan Information48
Role of the Board8 Proposal Two – Approval of the Second Amended and Restated ASGN Incorporated 2010 Incentive Award Plan478 CEO Pay Ratio50
Board Leadership Structure8 Introduction and Stockholder Approval Requirement478 
Board Committees and Meetings9 Highlights of Shareholder Protections under the 2010 Plan478 Proposal Two – Approval of the Company's Second Amended and Restated 2010 Employee Stock Purchase Plan51
Risk Oversight11 Why the Board Believes You Should Vote for Approval of the Amended 2010 Plan4711 Description of the Amended ESPP51
Meetings11 Description of the Amended 2010 Plan4811 Vote Required53
Attendance of Directors at 2018 Annual Meeting of Stockholders11 Material Federal Income Tax Consequences50
Attendance of Directors at 2019 Annual Meeting of Stockholders12 Board Recommendation53
Director Compensation12 New Plan Awards and Awards Granted to Certain Persons as of March 31, 20195112 
Director and Executive Officer Stock Ownership Guidelines13 Vote Required5213 
Director and Executive Officer Hedging and Pledging Transactions Policy


13 Proposal Three – Advisory Vote on Executive Compensation55
Communicating with the Board13 Board Recommendation5214 Vote Required56
Ethics13 14 Board Recommendation56
Compensation Committee Interlocks and Insider Participation13 Proposal Three – Advisory Vote on Executive Compensation5314 
 Proposal Four – Ratification of Appointment of Independent Registered Public Accounting Firm57
Security Ownership of Certain Beneficial Owners and Management14 Vote Required5315 Principal Accountant Fees and Services57
Ownership of More than Five Percent of the Common Stock of ASGN14 Board Recommendation5315 Vote Required57
Ownership of Management and Directors of ASGN15 
Ownership of Directors and Management of ASGN16 Board Recommendation57
Stock Performance Graph18 Report of the Audit Committee58
Executive Compensation Discussion and Analysis18 Proposal Four – Ratification of Appointment of Independent Registered Public Accounting Firm5419 Certain Relationships and Related Party Transactions59
Stock Performance Graph20 Principal Accountant Fees and Services54
Compensation Consultant21 Vote Required54
Compensation Committee Chair Letter19 Delinquent Section 16(a) Reports59
Executive Summary20 Other Matters59
Compensation Philosophy21 Board Recommendation5425 Where You Can Find Additional Information59
Compensation Program Elements24 Report of the Audit Committee55
Compensation Committee Report32 Certain Relationships and Related Party Transactions5636 Incorporation by Reference60
Summary Compensation Table33 Section 16(a) Beneficial Ownership Reporting Compliance5637 Proposals by Stockholders60
Grants of Plan-Based Awards34 Other Matters5638 Miscellaneous60
Narrative to Summary Compensation Table and Grants of Plan-Based Awards Table35 Where You Can Find Additional Information5640 Annex A – Performance Targets Adjusted EBITDAA-1
2018 Outstanding Equity Awards at Fiscal Year End37 Incorporation by Reference57
2018 Option Exercises and Stock Vested39 Proposals by Stockholders57
Non-Qualified Deferred Compensation39 Miscellaneous57
Payments Upon Termination or Change in Control39 Annex A – Performance Targets Adjusted EBITDAA-1
 Annex B – Proposed Second Amended and Restated ASGN Incorporated 2010 Incentive Award PlanB-1
Outstanding Equity Awards at Fiscal Year End42 Annex B – ASGN Incorporated Second Amended and Restated 2010 Employee Stock Purchase PlanB-1

ASGN Incorporated
26745 Malibu Hills Road
Calabasas, California 91301
 
PROXY STATEMENT
 
For the Annual Meeting of Stockholders to be Held on
 
    Thursday, June 13, 201918, 2020
 
ASGN Incorporated (the “Company,” “ASGN,” “we,” “our,” or “us”) is providing these proxy materials in connection with the solicitation by the Board of Directors (the “Board”) of ASGN of proxies to be voted at our 20192020 Annual Meeting of Stockholders (the “Annual Meeting”) to be held on Thursday, June 13, 201918, 2020 at 9:00 a.m. PacificEastern Daylight Time, or at any adjournment or postponement thereof. A Notice of Internet Availability of Proxy Materials (the “Notice”) will be mailed to each stockholder entitled to vote at the Annual Meeting commencing on or about April 25, 2019.__, 2020.
 
GENERAL INFORMATION ABOUT THE ANNUAL MEETING AND VOTING
 
The following questions and answers address some questions you may have regarding the matters to be voted upon at the Annual Meeting. These questions and answers may not address all questions that may be important to you as an ASGN stockholder. Please refer to the more detailed information contained elsewhere in this Proxy Statement and the documents referred to or incorporated by reference in this Proxy Statement.  
 
Who is soliciting my vote?
 
The Board of ASGN is soliciting your vote at the 20192020 Annual Meeting of Stockholders for the following matters:

Proposal 1: the election of Brian J. Callaghan, Mark A. Frantz, Jonathan S. Holman and Edwin A. Sheridan, IV,Arshad Matin, as directors for three-year terms to expire at our 20222023 Annual Meeting of Stockholders;

Proposal 2: approval of the Company's Second Amended and Restated ASGN Incorporated 2010 Incentive AwardEmployee Stock Purchase Plan;
 
Proposal 3: an advisory vote to approve the Company's executive compensation for the year ended December 31, 2018;2019; and

Proposal 4: the ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the year ending December 31, 2019.2020.

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.
 
What is included in the proxy materials?
 
Proxy materials include this Proxy Statement for the Annual Meeting and the Company’s Annual Report on Form 10-K for the year ended December 31, 20182019 (the “Annual Report”) filed with the Securities and Exchange Commission (the “SEC”) on March 1, 2019.2, 2020. The Company will provide without charge to each person solicited hereunder, upon the written request of any such person, a copy of the Annual Report, including the financial statements and the financial statement schedules thereto. This Proxy Statement and our Annual Report are available free of charge on our website (http://www.asgn.com).at www.asgn.com. Information on our website is not and should not be considered part of, nor is it incorporated by reference into, this Proxy Statement.
 
Who may vote at the Annual Meeting?
 
The Board has set April 15, 2019,20, 2020, as the record date for the Annual Meeting. If you were the owner of shares of ASGN common stock at the close of business on April 15, 2019,20, 2020, 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 held directly in your name with our transfer agent as a “holder of record” and shares held for you in an account with a broker, bank or other nominee (shares held in “street name”).

Delivery of Proxy Materials: What is Notice and Access?

In accordance with the e-proxy rules of the SEC, we will mail a Notice to our stockholders of record, and brokers, bank and other nominees (collectively, “nominees”) who hold shares on behalf of beneficial owners (also called “street name holders”) on or about April 25, 2019.__, 2020. The Notice describes the matters to be considered at the Annual Meeting and how the stockholders can access the proxy materials online. It also provides instructions on how those stockholders can vote their shares. If you received the Notice, you will not receive a print version of the proxy materials unless you request one. If you would like to receive a print version of the proxy materials, free of charge, please follow the

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instructions on the Notice. If you hold your shares in street name, you may request paper copies of the Proxy Statement and proxy card from your nominee by following the instructions on the notice your nominee provides you.

A list of stockholders entitled to vote at the Annual Meeting will be open to the examination of any stockholder, for any purpose germane to the Annual Meeting during normal business hours for a period of 10 days before the Annual Meeting. To arrange review of the list of stockholders, please contact Investor Relations at (818) 878-7900.
How do you attend the virtual Annual Meeting, at our principal executive offices at 26745 Malibu Hills Road, Calabasas, California 91301,vote and ask questions during the virtual Annual Meeting, and access the list of stockholders?

To attend the Annual Meeting, you must be a stockholder of record as of the Record Date. To participate in and vote at the timeAnnual Meeting, stockholders will need the unique 16-digit control number (printed in the box marked by the arrow) in their Notice of Internet Availability of Proxy Materials or proxy card (if you request a printed copy of the proxy materials).

Stockholders may vote, submit questions, and placeaccess the list of stockholders entitled to vote during the Annual Meeting by following the instructions available on the website above during the Annual Meeting.

How many shares must be present to hold the meeting?
 
A majority of ASGN’s outstanding shares of common stock as of the record date must be present in person or represented by proxy 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 March 31, 2019,2020, there were 52,795,38052,443,485 shares of ASGN common stock outstanding (all of which are entitled to vote at the Annual Meeting).
 
How many votes are required to approve each item?
 
Election of directors (Proposal 1) - Directors shall be elected by the affirmative vote of the majority of the votes cast (meaning the number of shares voted “for” a nominee must exceed the number of shares voted “against” such nominee) at any meeting for the election of directors at which a quorum is present. If any nominee for director receives a greater number of votes “against” his or her election than votes “for” such election, our Bylaws require that such person must promptly tender his or her resignation to the Board following certification of the vote. Abstentions and broker non-votes are not considered votes cast for the foregoing purpose, and will have no effect on the vote.

Approval of the Company's Second Amended and Restated ASGN Incorporated 2010 Incentive AwardEmployee Stock Purchase Plan (the "Amended 2010 Plan"ESPP") (Proposal 2) - approval of the Amended 2010 PlanESPP requires thatthe vote of the holders of a majority of the stock having voting power present in person or represented by proxy vote “for”on the proposal. Since abstentionsAbstentions will have the same effect as a vote "against" such proposal, and broker non-votes are considered as present for purposes ofwill have no effect on the meeting, their non-votes will be counted as voting "against" the proposal.vote.

Other proposals (Proposals 3 and 4) - Stockholder approval of each of the other proposals, including the non-binding votes to approve executive compensation and the ratification of the appointment of an independent registered public accounting firm, requires that the numbervote of shares voted "for" the proposal exceedholders of a majority of the number of shares voted “against” thestock having voting power in person or represented by proxy on such proposal. These votes are advisory and are not binding on the Board or ASGN. However, the Board will review the voting results and take them into consideration. Abstentions will have the same effect as a vote "against" such proposal, and broker non-votes are not considered votes cast for the foregoing purpose, and will have no effect on the vote.

How are votes counted?
 
With respect to each of the agenda items, you may vote "for," "against" or "abstain."

If you sign and submit your proxy card without voting instructions, your shares will be voted FOR the director nominees put forth by the Board, for approval of the Amended 2010 Plan,ESPP, FOR approval of the advisory vote on executive compensation, and FOR the appointment of Deloitte & Touche LLP as our independent registered public accounting firm.
 
What if I abstain from voting?
 
If you attend the live webcast of the Annual Meeting or send in your signed proxy card, but abstain from voting on any proposal, your shares will still be counted for purposes of determining whether a quorum exists and your abstention will have no effect on the election of the nominees, or the advisory votes, and the same effect as a vote against the Amended 2010 Plan proposal.ESPP and advisory vote proposals.
 
Will my shares be voted if I do not sign and return my proxy card or vote in person?
 
If you do not sign and return your proxy card or vote in person, your shares will not be voted at the Annual Meeting. If your shares are held in “street name” and you do not issue instructions to your broker, your broker may vote your shares at its discretion on routine matters, but may not vote your shares on non-routine matters. If a broker who holds shares for another person does not vote on a particular proposal because that broker does not have discretionary voting power for the proposal and has not received voting instructions from the owner of the shares, then a “broker non-vote” will occur. It is important that you vote your shares.
 

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The election of directors, approval of the Amended 2010 PlanESPP and the advisory vote on executive compensation are non-routine matters, whereas the appointment of our independent registered public accounting firm is a routine matter. Therefore, if your shares are held in “street name” by your broker and you do not provide your broker with instructions on how to vote your “street name” shares, your broker will not be permitted to vote on the election of directors, approval of the Amended 2010 Plan,ESPP, or the advisory vote on executive compensation. However, with regard to the ratification of the appointment of our independent registered public accounting firm, your broker will be permitted to vote your shares at its discretion. You should therefore be sure to provide your broker with instructions on how to vote your shares. Please check the voting form used by your broker to see if it offers telephone or Internet submission of proxies.

Broker non-votes are counted as present for purposes of determining the presence or absence of a quorum for the transaction of business, but they will not be counted for purposes of determining whether any of the proposals except for the ratification of the Company's independent registered public accounting firm have been approved.  

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How does the Board recommend that I vote?
 
The Board recommends that you vote your shares:
 
Proposal 1: FOR Brian J. Callaghan, Mark A. Frantz, Jonathan S. Holman and Edwin A. Sheridan, IV,Arshad Matin, the director nominees named in this Proxy Statement;

Proposal 2: FOR approval of the Company's Second Amended and Restated ASGN Incorporated 2010 Incentive AwardEmployee Stock Purchase Plan;

Proposal 3: FOR the proposal regarding an advisory vote to approve the Company's executive compensation for the year ended December 31, 2018;2019; and
 
Proposal 4: FOR the ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the year ending December 31, 2019.2020.
 
What do I need to do now?
 
All stockholders are urged to vote by telephone or on the Internet by following the instructions on the Notice. If you received a paper copy of this Proxy Statement instead of the Notice, you may vote your shares by (a) submitting a proxy by telephone or on the Internet by following the instructions on the proxy card or (b) completing, dating and signing the proxy card included with the Proxy Statement and promptly returning it in the pre-addressed, postage-paid envelope provided. ASGN stockholders may also vote in person at the Annual Meeting.

Most of our stockholders may vote their shares by telephone or the Internet. If you vote by telephone or the Internet, you do not need to return your proxy card. The instructions for voting can be found with your proxy card or on the Notice.
 
How do I vote my shares without attending the Annual Meeting?
 
If you are a registered stockholder, you may access your proxy card by either:

Going to the following website: www.envisionreports.com/ASGN, entering the information requested on your computer screen, and then following the simple instructions;

Calling (in the United States, U.S. territories and Canada), toll free 1-800-652-VOTE (8683) on a touch-tone telephone, and following the simple instructions provided by the recorded message; or

Completing, dating and signing the proxy card included with the Proxy Statement and promptly returning it in the pre-addressed, postage-paid envelope provided.

If you hold your shares in "street name," you need to follow the instructions provided to you by your bank, broker or other holder of record. Your bank or broker may direct you to the following website, www.edocumentview.com/ASGN to view and download the proxy documents.

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 accessing your proxy card as noted above.
If you choose to vote in person at the Annual Meeting:

if you are a stockholder of record, you may vote by the ballot to be provided at the Annual Meeting; or
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.
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 voting instrument 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 ASGN stock in “street name,” your bank, broker or other holder of record may have notified you that your household will receive only one Notice of Annual Meeting of Stockholders 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 stockholder in your household will continue to receive a separate voting instruction form.
 

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If you would like to receive your own setcopy of our Annual Report and Proxy Statement in the future, the Company will promptly deliver, upon oral or written request, a separate copy of the Annual Report and Proxy Statement.Statement to your attention. Requests should be directed to ASGN

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Incorporated, Attention: Investor Relations, group, 26745 Malibu Hills Road, Calabasas, California 91301; tel: (818) 878-7900. If you share an address with another ASGN stockholder and together both of you would like to receive only a single set of ASGN annual disclosure documents, please contact our Investor Relations group by written or telephonic request at ASGN Incorporated, 26745 Malibu Hills Road, Calabasas, California 91301; tel: (818) 878-7900. 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 ASGN Incorporated, Attention: Investor Relations, 26745 Malibu Hills Road, Calabasas, California 91301. Please contact our Investor Relations group 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:     

submitting a properly signed proxy card with a later date;
                
delivering to the Secretary of ASGN a written revocation notice bearing a later date than the proxy card;

voting in person atonline during the Annual Meeting; or

voting by telephone or the Internet after you have given your proxy.

 How can I find out the results of the Annual Meeting?
 
The preliminary voting results will be announced at the Annual Meeting. The final voting results will be published on a Form 8-K which will be filed with the SEC within four business days after the Annual Meeting.



 






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PROPOSAL ONE – ELECTION OF DIRECTORS
 
The Bylaws of ASGN provide that our Board shall be comprised of not less than four but no more than nine directors and the exact number within that range may be fixed by the Board. The number is currently fixed at nine directors. 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, three directors will be elected to serve until our 20222023 Annual Meeting of Stockholders or until their successors are elected and qualified. Sen. William Brock is currently serving as a director for a three-year term ending in June,Mark A. Frantz, Jonathan S. Holman and after 23 years of service, he has announced his retirement effective at the end of his term and is not seeking re-election. The other two directors whoseArshad Matin have terms that are expiring, Brian J. Callaghan and Edwin A. Sheridan, IV,they have been nominated to stand for election or re-election. Mark A. Frantz, an adviser to our Board since June 2018, has also been nominated to stand for election to replace Sen. Brock.

Unless otherwise instructed by stockholders, the persons named as proxies will vote the proxies received by them FOR the election of Messrs. Callaghan, Frantz, Holman and Sheridan.Matin. Each of the nominees have consented to serve if elected, but if any of them are unable or unwilling to serve, the persons named as proxies may exercise their discretion to vote for substitute nominees.
 
Approval of Proposal One
 
The nominees receiving the affirmative vote of a majority of the votes cast will be elected as directors. The Board unanimously recommends that our stockholders vote FOR the three directors set forth below who are up for election or re-election this year.
 
Set forth below are the nominees’ biographies which include the skills, qualities and experiences of each of the nominees.

Director Nominees Up for Election

Brian J. Callaghan
Mark A. Frantz
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Mr. Frantz was appointed as a director to the Company’s Board of Directors in June 2019 after serving as an adviser to the Board since June 2018. Mr. Frantz co-founded Blue Delta Capital Partners, a growth capital firm focused on the U.S. federal government services marketplace in 2009. Prior to Blue Delta, Mr. Frantz was a partner at RedShift Ventures from 2007 to 2009. He also served as the managing general partner of In-Q-Tel, the strategic venture capital affiliate of the U.S. intelligence community in 2006, and was a principal with Carlyle Venture Partners from 2001 to 2006, the associate to the senior chairman at Alex. Brown from 1997 to 2000, the economic and technology policy advisor to Pennsylvania Governor Tom Ridge from 1993 to 1997, and the associate director of The White House Office of Intergovernmental Affairs under President George H. W. Bush from 1990 to 1993. From 2015 to 2018, Mr. Frantz served on the board of directors for CSRA Inc. (formerly NYSE: CSRA), prior to its acquisition by General Dynamics for $9.7 billion. Mr. Frantz earned bachelor of arts degrees in history and political science from Allegheny College, and he received a juris doctor and master of business administration degree from the University of Pittsburgh. Mr. Frantz contributes to the Board his track record helping grow leading U.S. government services companies, and he possesses a very deep understanding of market dynamics and drivers within the government contracting sector.

Mr. Callaghan co-founded Apex Systems, LLC (“Apex Systems”) in 1995 and served as co-chief executive officer during his time with Apex Systems through 2012. His duties at Apex Systems ranged from working directly with customers, leading staff, strategy, forecasting, and building systems to support growth. Mr. Callaghan and the other co-founders were recognized as Ernst & Young’s Entrepreneur of the Year in 2003. Prior to co-founding Apex Systems, Mr. Callaghan began his career as a telecommunications recruiter for a staffing firm based in Reston, Virginia. Mr. Callaghan is a graduate of Virginia Polytechnic Institute and State University, where he earned a bachelor of science degree in psychology. Mr. Callaghan is also part-owner of the Richmond Flying Squirrels, the Double-A affiliate of the San Francisco Giants, and the Omaha Storm Chasers (Triple-A affiliate of the Kansas City Royals). Mr. Callaghan brings over 20 years of staffing experience to the Board and provides extensive knowledge about all aspects of the information technology staffing business and business growth strategies.
Jonathan S. Holman
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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 150 chief executive officers to public and private companies, ranging from start-ups to companies with over $1 billion in revenue 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 received a master of business administration degree from Stanford University and a bachelor of arts degree from Princeton University, both with high academic honors. In his role at The Holman Group, Mr. Holman has developed extensive skills and experience in compensation matters. He also serves as a member of the National Association of Corporate Directors Compensation Committee Roundtable which addresses best practices in compensation-related matters. Mr. Holman provides the Board, including our Compensation Committee, with meaningful insight regarding hiring and salary practices of publicly-traded companies. In addition, Mr. Holman provides the Board with human resources experience.

Mark A. Frantz, age 50

Mr. Frantz co-founded BlueDelta Capital Partners, a growth capital firm focused on the U.S. federal government technology (“GovTech”) marketplace in 2009. Prior to Blue Delta, Mr. Frantz was a partner at RedShift Ventures from 2007 to 2009. He also served as the managing general partner of In-Q-Tel, the strategic venture capital affiliate of the U.S. intelligence community in 2006, and was a principal with Carlyle Venture Partners from 2001 to 2006, the associate to the senior chairman at Alex. Brown from 1997 to 2000, the economic and technology policy advisor to Pennsylvania Governor Tom Ridge from 1993 to 1997, and the associate director of The White House Office of Intergovernmental Affairs under President George H. W. Bush from 1990 to 1993. From 2015 to 2018, Mr. Frantz served on the board of directors for CSRA Inc. (formerly NYSE: CSRA), prior to its acquisition by General Dynamics for $9.7 billion. Mr. Frantz also serves on the boards of several non-profit organizations, including the Northern Virginia Technology Council and the Virginia Tech President’s Leadership Council for the national capital region. Mr. Frantz earned bachelor of arts degrees in history and political science from Allegheny College, and he received a juris doctor and master of business administration degree from the University of Pittsburgh. Mr. Frantz contributes to the Board his track record partnering with leading U.S. government technology companies, and he possesses a very deep understanding of market dynamics and drivers within the government technology sector.

Edwin A. Sheridan, IV

Mr. Sheridan co-founded Apex Systems in 1995 and served as co-chief executive officer during his time with Apex Systems through 2012. His roles at Apex Systems have included technical recruiter, account manager and regional operations manager. He also managed the sales and recruiting operations for the company. Mr. Sheridan and the other co-founders were recognized as Ernst & Young’s Entrepreneur of the Year in 2003. Prior to co-founding Apex Systems, Mr. Sheridan began his career as a telecommunications recruiter for a staffing firm based in Reston, Virginia. Mr. Sheridan acts as a mentor and consultant for several of the companies in which he invests or finances, including BASH boxing gyms, Upskill, Inc., EVERFI, Inc., Pinxter Inc., creator of the Clowder app, ThreatQuotient, Inc. and others. He also serves on the boards of several non-profit organizations including serving as the chairman of the APEX Center for Entrepreneurs at Virginia Polytechnic Institute and State University ("Virginia Tech") and serving on the advisory boards of the Virginia Commonwealth University Massey Cancer Research Center, the Greater Washington Sports Alliance, the Virginia Tech Athletic Fund, and Peace Players International, an international community improvement and leadership organization. Mr. Sheridan is a graduate of Virginia Tech, where he earned bachelor of arts degrees in English and political science, with a minor in business administration. Mr. Sheridan brings over 20 years of staffing experience to the Board and provides extensive knowledge about all aspects of the information technology staffing business and business growth strategies.

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Director with Term Ending in 2019

Senator William E. Brock

From 1994 to present, Sen. Brock has been the founder and chief executive officer of The Brock Offices, a consulting firm specializing in international trade and human resource development. From 1988 to 1991, Sen. Brock served as chairman of the National Endowment for Democracy, an organization he helped found in 1980. Sen. Brock served in President Reagan’s cabinet as Secretary of Labor from 1985 to 1987 and as U.S. Trade Representative from 1981 to 1985. As U.S. Trade Representative, Sen. 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, Sen. 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 Sen. Brock for his outstanding contribution to human development in the United States. Sen. Brock is a member of the board of ResCare, Inc. ("ResCare"), a privately-held 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 he serves on ResCare's audit and mergers and acquisitions committees. Through his extensive governmental experience, he provides in-depth knowledge in the areas of business, regulatory compliance and risk management. Sen. Brock provides our Board with a wealth of business operations experience including direct experience with human resource development and public company corporate governance.

Directors with Terms Ending in 2020

Peter T. Dameris

Mr. Dameris is our Chief Executive Officer, and is responsible for overseeing ASGN's growth as one of the foremost providers of information technology and professional services in the technology, digital, creative, engineering, life sciences, and government sectors.
Arshad Matin
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Mr. Matin is the president and chief executive officer of Avetta, LLC, a private company providing cloud-based supply chain risk management solutions which he joined in October 2019. From November 2018 to September 2019, he was an entrepreneur-in-residence with Warburg Pincus LLC, a private equity firm. From 2013 to October 2018, he was the president, chief executive officer and a board member of Paradigm Ltd., a leading developer of software solutions to the global oil and gas industry, when it was acquired by Emerson Electric Co. From January 2012 to April 2013, Mr. Matin was executive vice president of IHS Inc., a publicly-traded company that is a leading global source of information and analytics where he was responsible for lines of businesses accounting for over $1.5 billion in revenues, and managed over 4,500 colleagues. Mr. Matin joined IHS through the acquisition of Seismic Micro-Technology, Inc. (“SMT”), a global leader in the geology and geophysics software market. He joined ASGN in 2003, and has held several roles as Executive Vice President and Chief Operating Officer and then President. Prior to joining ASGN, 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. He further established cash generation, credit management and balance sheet improvement initiatives. From 1994 through 2000, Mr. Dameris served in a number of different positions at Metamor Worldwide, Inc., then an international, publicly-traded information technology 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 started his career as a corporate attorney and clerked for the Honorable Federal District Judge George Cire of the Southern District of Texas. Mr. Dameris was named the Ernst & Young Entrepreneur of the Year in 2012, and Staffing Industry Analysts has included him on their Staffing 100 list since its inception in 2011 until they inducted him in their Hall of Fame last year. Mr. Dameris received his juris doctor degree from the University of Texas Law School and his bachelor of science degree in business administration from Southern Methodist University. Mr. Dameris provides the Board with extensive staffing industry experience, having served in various capacities at publicly-traded staffing companies and having represented staffing companies in the private practice of law. Mr. Dameris has comprehensive experience from his roles in senior executive management, leadership and legal positions as well as his work as an attorney in the private practice of law. Mr. Dameris has extensive experience in international and domestic staffing, financial reporting, compensation, legal matters and corporate affairs which are invaluable in his position as a director and Chief Executive Officer of the Company.

Jonathan S. Holman

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 150 chief executive officers to public and private companies, ranging from start-ups to companies with over $1 billion in revenue 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 received a master of business administration degree from Stanford University and a bachelor of arts degree from Princeton University, both with high academic honors. In his role at The Holman Group, Mr. Holman has developed extensive skills and experience in compensation matters. He also serves as a member of the National Association of Corporate Directors Compensation Committee Roundtable which addresses best practices in compensation-related matters. Mr. Holman provides the Board, including our Compensation Committee, with meaningful insight regarding hiring and salary practices of publicly-traded companies. In addition, Mr. Holman provides the Board with human resources experience.

Arshad Matin

Mr. Matin is an entrepreneur-in-residence with Warburg Pincus LLC ("Warburg Pincus"), a private equity firm. Prior to joining Warburg Pincus, he was the president, chief executive officer and a board member of Paradigm Ltd., a leading developer of software solutions to the global oil and gas industry, from 2013 to October 2018 when it was acquired by Emerson Electric Co. From January 2012 to April 2013, Mr. Matin was executive vice president of IHS Inc., a publicly-traded company that is a leading global source of information and analytics where he was responsible for lines of businesses accounting for over $1.5 billion in revenues and managed over 4,500 colleagues. Mr. Matin joined IHS through the acquisition of Seismic Micro-Technology, Inc. (“SMT”), a global leader in the geology and geophysics software market. He joined

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SMT in July 2007 and was the president, chief executive officer and a board member. Under his leadership, the company achieved unprecedented growth in revenues and profits expanding into new geographies and market segments. Before joining SMT, Mr. Matin was general manager of the enterprise security business unit at Symantec Corporation, which he joined in January 2006 upon the company’s acquisition of BindView Corporation ("BindView") and remained until July 2007. BindView was a global provider of agentless IT security compliance software. Mr. Matin took over as president and chief operating officer of BindView in 2004, and was responsible for products, sales, marketing, corporate development and services functions. Prior to BindView, Mr. Matin was a partner at the Houston office of McKinsey & Company from 1995 to 2004, where he served clients in both the technology and energy industries. He started his career as a software developer for Oregon-based Mentor Graphics Corporation. Mr. Matin earned a master of business administration degree from the University of Pennsylvania – The Wharton School, a master of science degree in computer engineering from the University of Texas at Austin, and a bachelor of engineering degree in electrical engineering from Regional Engineering College in India. Mr. Matin serves as a board member for RS Energy Group, a private Canadian company supporting companies in the oil and gas industry with its data analytics and forensic research. He also serves as a board member or trustee on non-profit organizations including the Houston Endowment, Texas Children's Hospital and St. John's School. Mr. Matin brings extensive experience managing and advising public and private high-technology companies.

Directors with Terms Ending in 2021

Jeremy M. Jones
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Mr. Jones has served as the Chairman of the Board since February 2003. Mr. Jones has been an investor and business development consultant since February 1998. From 1987 to 1995, Mr. Jones was the 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, which also provided home healthcare services. Since 2013, Mr. Jones has served on the board of directors of the Hoag Hospital Foundation, a philanthropic foundation, and he was appointed Treasurer in July 2017. He also served on the board of directors and compensation committee of CombiMatrix Corporation, a Nasdaq-traded molecular diagnostics company specializing in DNA-based testing services for developmental disorders and cancer diagnostics, from 2002 until its merger into Invitae Corporation in November 2017. He served on the board of directors of OxySure Systems, Inc., a publicly-traded company that is a world leader in short and emergency duration medical oxygen and respiratory solutions for mass market use, from 2013 to 2016, Lifecare Solutions, Inc., a provider of integrated home healthcare products and services, from 2003 to 2011, and Byram Healthcare Centers, a provider of retail medical supplies and wholesale medical and hospital equipment, from 1999 until its sale in 2008. Mr. Jones possesses significant business management and corporate governance experience. Mr. Jones received a bachelor’s degree in business administration from the University of Iowa. Mr. Jones contributes to our Board with his extensive executive experience in leading and advising public companies.

Mr. Jones has served as the Chairman of the Board since February 2003. Mr. Jones has been an investor and business development consultant since February 1998. From 1987 to 1995, Mr. Jones was the 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, which also provided home healthcare services. Since 2013, Mr. Jones has served on the board of directors of the Hoag Hospital Foundation, a philanthropic foundation, and he was appointed Treasurer in July 2017. He also served on the board of directors and compensation committee of CombiMatrix Corporation, a Nasdaq-traded molecular diagnostics company specializing in DNA-based testing services for developmental disorders and cancer diagnostics, from 2002 until its merger into Invitae Corporation in November 2017. He served on the board of directors of OxySure Systems, Inc., a publicly-traded company that is a world leader in short and emergency duration medical oxygen and respiratory solutions for mass market use, from 2013 to 2016, Lifecare Solutions, Inc., a provider of integrated home healthcare products and services, from 2003 to 2011, and Byram Healthcare Centers, a provider of retail medical supplies and wholesale medical and hospital equipment, from 1999 until its sale in 2008. Mr. Jones possesses significant business management and corporate governance experience. Mr. Jones received a bachelor’s degree in business administration from the University of Iowa. Mr. Jones contributes to our Board with his extensive executive experience in leading and advising public companies.
Mariel A. Joliet
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From 1998 to 2008, Ms. Joliet was an executive with Hilton Hotels Corporation, a publicly-traded hotel company. She most recently served as senior vice president and treasurer and was instrumental in its sale to the Blackstone Group for $27 billion, one of the 10 largest LBOs in history when it closed in 2007. In her capacity as treasurer, Ms. Joliet was responsible for capital markets and financial investment initiatives, including credit ratings, debt/equity issuances, interest rate risk, cash management and foreign exchange. Prior to her role at Hilton, she had 10 years of experience as a coverage officer and corporate banker at both Wachovia Bank and Corestates Bank, where she was responsible for client relationships and portfolio management. Ms. Joliet also serves as a board member of Know the Glow, a vision non-profit organization. She received a bachelor of science degree at the University of Scranton and earned a master of business administration degree from Marywood University. Ms. Joliet has a strong background in financing, acquisitions, deal structuring, strategic planning and operational integration.

Mariel A. Joliet
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From 1998 to 2008, Ms. Joliet was an executive with Hilton Hotels Corporation, a publicly-traded hotel company. She most recently served as senior vice president and treasurer and was instrumental in its sale to the Blackstone Group for $27 billion, one of the 10 largest LBOs in history when it closed in 2007. In her capacity as treasurer, Ms. Joliet was responsible for capital markets and financial investment initiatives, including credit ratings, debt/equity issuances, interest rate risk, cash management and foreign exchange. Prior to her role at Hilton, she had 10 years of experience as a coverage officer and corporate banker at both Wachovia Bank and Corestates Bank, where she was responsible for client relationships and portfolio management. Ms. Joliet also serves as an advisory board member for the Vision Center at Children's Hospital Los Angeles, and serves as a member of Know the Glow, a vision non-profit organization. She received a bachelor of science degree at the University of Scranton and earned a master of business administration degree from Marywood University. Ms. Joliet has a strong background in financing, acquisitions, deal structuring, strategic planning and operational integration, and served as a non-executive observer to our Board from January to December 2016.

Marty R. Kittrell

Marty R. Kittrell
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Mr. Kittrell served as the executive vice president and chief financial officer of Dresser, Inc., a multinational provider of technology, products and services for developing energy and natural resources, from December 2007 until the sale of the company to General Electric in February 2011. Mr. Kittrell also served as chief financial officer of Andrew Corporation, a manufacturer of hardware for communications networks, from 2003 until the sale of the company in December 2007. Mr. Kittrell previously served in executive management positions in technology, consumer products and other commercial and industrial industry sectors. Mr. Kittrell began his business career with Price Waterhouse where he was a certified public accountant. Mr. Kittrell served as a member of the board of directors and corporate governance and environmental, safety and sustainability committees, and the chairman of the audit and risk committee, for Columbia Pipeline Group, Inc., which developed and operated over 15,000 miles of natural gas pipelines extending from New York to the Gulf of Mexico, from July 2015, after its separation from NiSource, Inc. ("NiSource"), until the sale of the company in July 2016. From 2007 to 2015, Mr. Kittrell served on the board of directors of NiSource, one of the largest utility companies in the United States serving approximately four million customers, where he chaired the audit committee and served on the finance and corporate governance committees. Mr. Kittrell graduated magna cum laude with a bachelor of science degree in accounting from Lipscomb University where he currently serves on the board of trustees and is chairman of the finance and real estate committee and serves on the executive committee. Mr. Kittrell has extensive experience with the analysis and preparation of financial statements, risk management, corporate strategy, mergers and acquisitions, corporate finance, including public offerings of equity and debt, organization development, and board practices.

Directors with Terms Ending in 2022

Brian J. Callaghan
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Mr. Callaghan co-founded Apex Systems, LLC (“Apex Systems”) in 1995 and served as co-chief executive officer during his time with Apex Systems through 2012. His duties at Apex Systems ranged from working directly with customers, leading staff, strategy, forecasting, and building systems to support growth. Mr. Callaghan and the other co-founders were recognized as Ernst & Young’s Entrepreneur of the Year in 2003. Prior to co-founding Apex Systems, Mr. Callaghan began his career as a telecommunications recruiter for a staffing firm based in Reston, Virginia. Mr. Callaghan is a graduate of Virginia Polytechnic Institute and State University, where he earned a bachelor of science degree in psychology. Mr. Callaghan is also part-owner of the Richmond Flying Squirrels, the Double-A affiliate of the San Francisco Giants, and the Omaha Storm Chasers (Triple-A affiliate of the Kansas City Royals). Mr. Callaghan brings over 20 years of staffing experience to the Board and provides extensive knowledge about all aspects of the information technology staffing business and business growth strategies.

Theodore S. Hanson
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Mr. Hanson is our President and Chief Executive Officer upon his promotion to the role effective May 1, 2019, and has also been a member of our Board of Directors since June 2019. He joined ASGN as Chief Financial Officer of Apex Systems as a result of the Company's acquisition of Apex Systems in May 2012. In January 2014, he was promoted to the role of President of Apex Life Sciences, LLC, and in January 2016, he became an Executive Vice President of ASGN in addition to his role as President of Apex Life Sciences. By December 2016, he was promoted to the role of President of ASGN. Mr. Hanson joined Apex Systems in November 1998 as Corporate Controller and became Chief Financial Officer in January 2001. From 1991 to 1996, he worked at Keiter, Stephens, Hurst, Gary and Shreaves, an independent accounting firm, and from 1996 to 1998 he was the chief financial officer of Property Technologies Ltd. He currently serves as an advisory council member for the Pamphlin School of Business at Virginia Tech, and as an advisory board member for the Apex Center for Entrepreneurs at Virginia Tech. Mr. Hanson holds a bachelor of science degree from Virginia Tech University and a master of business administration degree from Virginia Commonwealth University. 

Edwin A. Sheridan, IV
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Mr. Sheridan co-founded Apex Systems in 1995 and served as co-chief executive officer during his time with Apex Systems through 2012. His roles at Apex Systems have included technical recruiter, account manager and regional operations manager. He also managed the sales and recruiting operations for the company. Mr. Sheridan and the other co-founders were recognized as Ernst & Young’s Entrepreneur of the Year in 2003. Prior to co-founding Apex Systems, Mr. Sheridan began his career as a telecommunications recruiter for a staffing firm based in Reston, Virginia. Mr. Sheridan acts as a mentor and consultant for several of the companies in which he invests or finances, including BASH Boxing Fitness, Upskill, Inc., EVERFI, Inc., Pinxter Inc., creator of the Clowder app, ThreatQuotient, Inc., FAIR, IronNet, Sweetgreen and others. He also serves on the boards of several non-profit organizations including serving as the chairman of the APEX Center for Entrepreneurs at Virginia Polytechnic Institute and State University ("Virginia Tech"), serving as a director of Gonzaga College high school, and serving on the advisory board of Peace Players International, an international community improvement and leadership organization. He is also on the global leadership circle of ONE.org, a global movement campaigning to end extreme poverty and preventable disease by 2030, so that everyone, everywhere can lead a life of dignity and opportunity. Mr. Sheridan is a graduate of Virginia Tech, where he earned bachelor of arts degrees in English and political science, with a minor in business administration. Mr. Sheridan brings over 20 years of staffing experience to the Board and provides extensive knowledge about all aspects of the information technology staffing business and business growth strategies.


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AdvisersAdviser to the Board of Directors

The Company has two non-executive advisers to the Board of Directors that attend
Vice Admiral Joseph Dyer
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The Company has a non-executive adviser to the Board of Directors that attends and participates in all Board meetings and discussions, though the Board has the right to ask him to depart from any particular discussion at its discretion. Vice Admiral (Retired) Joseph Dyer has served in this role since June 2018 and participate in all Board meetings and discussions, though the Board has the right to ask them to depart from any particular discussion at its discretion. Vice Admiral (Retired) Joseph Dyer and Mr. Frantz have served in this role since June 2018. VADM Dyer has provided invaluable support to our Board with his extensive military background and commercial expertise, which converge at the intersection of technology, finance and risk management. Mr. Frantz's experience and contribution are discussed above, as he has been nominated to replace Sen. Brock on our Board. VADM Dyer is an independent consultant in the technology and defense markets and is also the chief strategy officer of National Spectrum Consortium, a role he has held since 2014. From 2003 to 2013, he was an executive at iRobot Corporation serving as the president of the government and industrial division, chief operating officer, then chief strategy officer. He has an extensive military background serving in the U.S. Navy for over three decades as well as invaluable commercial expertise, which converge at the intersection of technology, finance and risk management.

Independent Directors and Material Proceedings
 
The Board's nine members and director nominee Mr. Frantz, are all deemed to be independent under the current listing standards of the New York Stock Exchange (“NYSE”) by the Board with the exception of Mr. Dameris,Hanson, our Chief Executive Officer, and Ms. Joliet. Ms. Joliet's husband John Joliet is a partner at American Discovery Capital, LLC, a firm which we engaged to provide banking advisory services and paid $1.5 million in fees upon the successful acquisition of ECS Federal, LLC ("ECS") in April 2018. Mr. Joliet did not provide any services to ASGN, and the Board believed that Ms. Joliet could exercise independent judgment in carrying out her responsibilities as a director, however the Board followed the NYSE and SEC regulations which would deem her to be a non-independent director, through 2019, and therefore determined her not to be independent at its meeting on March 27,18, 2019. For each independent director, the Board has made a subjective determination that no relationships existsexist which, in the opinion of the Board, would interfere with the exercise of independent judgment in carrying out his or her responsibilities as a director. In making these determinations, the Board has considered information provided by the directors and management with regard to the business and personal activities of each director as they may relate to ASGN 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. Further, there are no legal proceedings in the last 10 years where a director or executive officer was a party and that are material to the person’s ability or integrity, including bankruptcy, criminal convictions, orders enjoining certain activities, adverse findings by courts, the SEC or the Commodity Futures Trading Commission, nor are there any adverse orders relating to violations of securities or commodities laws.

Role of the Board
 
The Board oversees the Company’s President and 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 stockholders are considered in the operation of the Company.
 
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 that its leadership structure is appropriate because the Chairman of the Board is independent, as defined by the NYSE and the SEC. An independent Chairman, like independent Board members, allows for an objective evaluation of the performance of the Company and its officers. Nonetheless, the Board recognizes that the President and Chief Executive Officer has invaluable insight into the Company due to the nature of his position and recognizes the value of having him on the Board. Accordingly, the Board believes that the Company’s stockholders and interests are best served by having the Chief Executive Officer serve as a director but not a Board committee member, and keeping the position of Chief Executive Officer and Chairman of the Board as separate and independent positions.


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Board Committees and Meetings
 
The Board held 1015 meetings during 20182019 and acted by unanimous written consent on threefour additional occasions. The Board has a Compensation Committee, an Audit Committee, and a Nominating and Corporate Governance Committee, and a Board member who acts as an information technology ("IT") liaison between the Company's IT departmentsStrategy and the Board.Technology 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 applicable NYSE and SEC rules.
 
The members and chairmen who served on the Committees in 2018as of December 31, 2019 are identified in the table below:below. Sen. William Brock also served as a director through his retirement on June 13, 2019. In addition to being a Board member, he had served as the Chair of the Nominating and Governance Committee until his retirement, at which time Mr. Sheridan took his place as chairman of the committee.

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 *Ms. Joliet served on the Audit Committee through March 21, 2018 and is currently an observer to the committee.
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(1)Messrs. Hanson and Frantz joined the Board in June 2019, and Mr. Frantz became a member of the Nominating and Corporate Governance Committee at that time.
(2)Ms. Joliet is an adviser to the Audit Committee.
(3)The Strategy and Technology Committee was created by the Board in September 2019.

Compensation Committee

The Compensation Committee held eight meetings during 20182019 and acted by unanimous written consent on nineseven additional 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 President and Chief Executive Officer, administers our equity plans, and approves all equity grants to employees, directors and consultants. The Compensation Committee approves the compensation, including incentive compensation, of executive officers of ASGN and determines the terms of key agreements concerning employment, compensation and termination of employment. The Committee evaluates the President and Chief Executive Officer’s performance in light of goals and objectives that have been set for him. The Board has determined that each member of the Compensation Committee is independent within the meaning of the NYSE rules requiring members of compensation committees to be independent.independent, and each is a non-employee director for purposes of Section 16 of the Exchange Act. 
 
Audit Committee

The Audit Committee held 10 meetings during 2018.2019. 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 NYSE. 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, accounting and SEC compliance;
the qualification, independence and oversight of performance of our independent registered public accounting firm including its appointment, compensation, evaluation and retention;    
our ethical compliance programs; and                    
risk issues related to financial statements.
 
Additional functions of the Audit Committee 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 registered public accounting firm, and regularly meeting with management, our independent registered public accounting firm, and internal audit staff, to review the adequacy of our internal controls. 


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Rules adopted by the NYSE and the 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

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of the Company, other than in the member’s capacity as a member of the Board and any Board committee and Board liaison fees. In addition, an Audit Committee member may not be an affiliated person, as defined in the Securities Exchange Act of 1934, as amended (the “Exchange Act”) of the Company except in his or her capacity as a member of the Board and any Board committee. The Board has determined that each current member of the Audit Committee meets all applicable independence requirements and that each Audit Committee member has no material relationship with the Company that would jeopardize the director’s ability to exercise independent judgment. In addition, the Board has determined that Mr. Kittrell, 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.
 
The Company has adopted a process, which the Audit Committee oversees, for identifying and disclosing related-party and significant transactions, and for identifying deficiencies and significant changes in internal controls each quarter in connection with filing our quarterly reports on Form 10-Q and our annual reports on Form 10-K. See "Certain Relationships and Related Party Transactions" on page 56p. 57 of this Proxy Statement.
 
Nominating and Corporate Governance Committee  

The Nominating and Corporate Governance Committee held six meetings during 2018.2019. 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 Board advisers and committee members, consistent with criteria approved by the Board. 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 Committee also monitors the qualification and performance of, and the Company’s succession planning regarding, key executives. The Board has determined that each member of the Nominating and Corporate Governance Committee is independent within the meaning of the NYSE rules requiring members of nominating committees to be independent. The Nominating and Corporate Governance Committee recommended the nominations of Messrs. Callaghan, Frantz, Holman and SheridanMating 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;                            
business judgment;
familiarity with general issues affecting our business;
qualifications as an audit committee financial expert;
diversity;
qualifications as an independent director; and                    
areas of expertise that the Board should collectively possess such as board experience, and experience as an executive, or experience with human resources, government contracting, accounting and financial oversight and corporate governance.    

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. Existing directors being considered for re-nomination are evaluated based on their performance as directors, experience, skills, education and independence to ensure that they continue to meet the qualifications above.

Although there are no specific minimum qualifications or any specific qualities or skills that the Nominating and Corporate Governance Committee believes that the potential nominees must have, the Nominating and Corporate Governance Committee considers and evaluates each candidate based upon an assessment of certain criteria as set forth in the Nominating and Corporate Governance Committee charter. The Nominating and Corporate Governance Committee Charter also provides for the importance of diversified Board membership, in terms of both the individuals involved and their various experiences and areas of expertise. The Nominating and Corporate Governance Committee considers diversity in identifying nominees and Board advisers, including differences in skill, viewpoints and experience, as well as gender, race and nationality, and these factors will be considered for purposes of nominating directors.
 
The Nominating and Corporate Governance Committee will also consider timely written suggestions from our stockholders. Stockholders wishing to suggest a candidate for director nomination for the 20202021 Annual Meeting of Stockholders should mail their suggestions to ASGN Incorporated, 26745 Malibu Hills Road, Calabasas, California 91301, Attn: Secretary. The Nominating and Corporate Governance Committee will also consider timely written suggestions from our stockholders. Pursuant to our Bylaws, a stockholder’s notice for director nominations shall be delivered to the Secretary at the Company’s executive offices at 26745 Malibu Hills Road, Calabasas, California 91301, not earlier than the close of business on the 120th day, and not later than the close of business on the 90th day, prior to the first anniversary of the 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. As of March 31, 2019,2020, there were no director candidates put forward by stockholders for consideration at the Annual Meeting.


10


The Nominating and Corporate Governance Committee evaluates the Board’s leadership structure and believes that separation of the Chief Executive Officer and Chairman of the Board positions is in the best interest of the Company, assures an adequate level of independence of the Board, and is best aligned with the interests of its stockholders.

10


Strategy and Technology Committee

The Board believed that the strategy of the Company is a significant issue and desired to have a special Board committee address this. The Board also wanted to continue to retain the benefits of having a Board member or committee focusing on IT and cybersecurity risks and the importance of IT risk management measures. With these goals in mind, in September 2019, the Board promoted the former Board IT liaison to be the chair of a new Strategy and Technology committee addressing these issues. The committee assists the Board with respect to matters of strategy and technology by engaging with management to ensure that: (a) the Company has established an effective strategy and strategic planning process; (b) the Company's technology programs enable the Company's strategic plans; and (c) the Company's proposed acquisitions, divestitures or other key investments of capital fulfill the Company's strategic plans. The Strategy and Technology Committee held two meetings in 2019, and intends to hold meetings at least quarterly on a going-forward basis.

The written charters governing the Audit Committee, the Compensation Committee, and the Nominating and Corporate Governance Committee and Strategy and Technology Committee, and the Company’s Corporate Governance Guidelines, Code of Business Conduct and Ethics, and Supplemental Code of Business Conduct and Ethics for Directors, Executive Officers and Financial Officers, are posted on the Investor Relations Corporate Governance page of our website at http://www.asgn.com. You may also obtain a copy of any of these documents without charge by writing to: ASGN Incorporated, 26745 Malibu Hills Road, Calabasas, California 91301, Attn: Secretary.

Board IT Liaison

The Board believed that the significance of IT and cybersecurity risks and the importance of IT risk management measures had risen to the level where it was important for the Board members to be more informed of the issues that the Company faces in these areas. Therefore, the Board elected Mr. Matin to the position of Board IT liaison in June 2015. The Board IT liaison provides the Board a dedicated director to work with management, including the Chief Information Officer and divisional IT managers, to keep apprised of IT, cybersecurity and IT risk management measures, and to inform the Board of issues or projects of note from a Board member's perspective. The Board further receives a cybersecurity risk status review each quarter.

Risk Oversight

The Board has an active role, as a whole and at the committee level, in overseeing management of the Company’s risks. Company representatives report quarterly to the Board on risks that the Company faces and further report on an ad hoc basis as well as issues arise. Further, information technology, including cybersecurity, has been identified by the Company as an area of risk meriting additional oversight. The Company's Chief Information Officer reports quarterly to the Board on cybersecurity issues, such as what threats have been encountered in the past quarter, assessments of such risks, and the steps we are taking to mitigate these risks and other cybersecurity risks in the future.

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 risks associated with the Board’s governance and delegation decisions, including decisions about compensation.and the Compensation Committee focuses on risks associated with compensation incentives. The Board oversees officers’ identification and management of risk management issues and regularly meets quarterly with such officers regarding risk management issues of the Company, and the processes and procedures used for identifying and managing risk. The Board also regularly reviews the reporting processes from those officers that are responsible for the day-to-day management of the Company’s risks to determine if these reporting processes or other flow of information to the Board could be improved.
 
The Audit Committee is primarily responsible for overseeing the management of the Company’s accounting and financial reporting matters and risks related to the Company’s accounting and financial practices. The Audit Committee Charter provides that the Audit Committee’s responsibilities include inquiry 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 inquiry 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 Compensation Committee is responsible for overseeing risks associated with compensation practices. 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 any business unit carry a significant portion of the Company’s risk profile, has a significantly different compensation structure than other units, or pays compensation expenses as a significant percentage of the unit’s revenues.
 
The Board believes that the process it has established to administer the Board's risk oversight function is effective under its leadership structure as described above under "Board Leadership Structure."

Meetings

In 2018,2019, each directorof our current directors attended 100 percent of the meetings of the Board and the committees on which he or she served, with the exception that twofour of our directors each missed one Audit Committeetelephonic Board meeting. Our independent directors regularly meet as a group in executive sessions outside the presence of management presided over by the non-executive Chairman of our Board.
 

11


Attendance of Directors at 20182019 Annual Meeting of Stockholders  

Our Board of Directors has a policy with respect to director attendance at annual meetings of stockholders which requires that the directors attend the Annual Meeting unless they are unable to do so as a result of health reasons or exigent personal circumstances, and if that is the case, the director must notify the Chairman of the Board as promptly as possible. All of our directors attended our 20182019 Annual Meeting of Stockholders.


11


Director Compensation
 
The following table shows compensation information for each of ASGN’s non-employee directors for the year ended December 31, 2018. The compensation of our Chief Executive Officer, who is also a director, is disclosed in the “Summary Compensation Table” set forth on page 33, and he receives no additional compensation for his service as a director.

2018 Director Compensation2019.
Name(1)Name(1)
Fees Earned in Cash ($)(1)
Stock Awards ($)(2)
Total ($)Name(1)
Fees Earned in Cash(4)
Stock Awards(5)
All Other CompensationTotal
William E. Brock(2)William E. Brock(2)89,750—
89,750William E. Brock(2)$43,953$124,967 $168,920
Brian J. CallaghanBrian J. Callaghan77,750—
77,750Brian J. Callaghan86,736124,967 211,703
Mark A. Frantz(3)
Mark A. Frantz(3)
45,967—160,997206,964
Jonathan S. HolmanJonathan S. Holman91,000—
91,000Jonathan S. Holman100,984124,967 225,951
Mariel A. Joliet79,750—
79,750
Mariel JolietMariel Joliet87,486124,967 212,453
Jeremy M. JonesJeremy M. Jones142,750—
142,750Jeremy M. Jones164,973124,967 289,940
Marty R. KittrellMarty R. Kittrell94,750—
94,750Marty R. Kittrell102,486124,967 227,453
Arshad MatinArshad Matin87,500—
87,500Arshad Matin94,747124,967 219,714
Edwin A. Sheridan, IVEdwin A. Sheridan, IV76,000—
76,000Edwin A. Sheridan, IV87,484124,967 212,451
   
(1)This amount includes the quarterly retainer fees and fees for meeting attendance which each non-employee director earned for his or her service during 2018. 
(2)(1)There were no annual restricted stock unit ("RSU") awards granted to the directors in 2018 due to their acceleration into December 2017 as described below. As of December 31, 2018, there were no unvested RSUs or outstanding options for any director.Directors who are also employees of ASGN receive no additional compensation for their service as a director. Accordingly, neither Mr. Hanson, our current chief executive officer, nor Peter Dameris, our former chief executive officer, received any compensation for their service as a director. Compensation paid to Messrs. Hanson and Dameris in connection with their employment is disclosed in the "Summary Compensation Table" set forth on p. 36.
(2)Sen. Brock retired from the Board on June 13, 2019, and the compensation set forth above is through that date.
(3)Amount under "Fees Earned in Cash" reflects pro rated cash fees earned following Mr. Frantz' appointment as a director on June 13, 2019. He had been an adviser to the Board from January 1, 2019 through the date of his appointment and the amount under "All Other Compensation" reflects the $36,030 of cash fees and $124,967 of stock awards he received for his service as an adviser. The stock award was computed in accordance with FASB ASC Topic 718 as further described in footnote 4 below.
(4)This amount includes the fees for meeting attendance through June 12, 2019 (at which point such fees were discontinued) and quarterly retainer fees which each non-employee director earned for his or her service during 2019.
(5)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 and options are included in Note 10 to the consolidated financial statements for the year ended December 31, 2019 included in our Annual Report on Form 10‑K filed on March 2, 2020. The amounts were calculated based on the grant date fair value per share of $54.31, which was the closing sale price of Common Stock on the date of grant, January 2, 2019. As of December 31, 2019, Messrs. Callaghan, Frantz, Holman, Jones, Kittrell, Matin and Sheridan and Ms. Joliet each held 1,150 unvested shares. No options were outstanding for any director at December 31, 2019.

The Compensation Committee recommends, and the Board reviews and approves, the form and amount of director compensation. In 2015, the Compensation Committee retained Semler Brossy Consulting Group, LLC (“Semler Brossy”) as its independent compensation consultant to help determine compensation for certain positions in the Company including members of the Board of Directors. The Compensation Committee has retained Semler Brossy in 2019 to update this compensation review, though no actions have been taken at this time.and the Board approved a revised compensation plan recommended by the Compensation Committee for the Board effective June 13, 2019. In connection with its initial reviewreviews in 2015 and 2019, Semler Brossy provided market data, noting that in each case, the Company's Board compensation was below market, and proposed increases in compensation to bring the directors' compensation in line with market. The Compensation Committee retained its practice to base a substantial portion of a director’s annual retainer on equity compensation. The Board approved
From January 1, to June 12, 2019, the director compensation proposals, and made no further changes to director compensation in subsequent years. Therefore, in each of 2016 and 2017, theannual cash retainer fee for non-employee directors received an annual RSU grant withwas $60,000, paid pro rata on a grant-date value of approximately $125,000, with one-halfquarterly basis, and that fee increased to $75,000 on June 13, 2019. In addition, for the first part of the RSU grants vesting on the grant date and the remaining half vesting on the one-year anniversary of the grant date. In December 2017, the Board moved their annual director equity grants to align with management, which is the first business day of January. However, due to the Tax Cuts and Jobs Act enacted in December 2017, the Board moved the grant date of the 2018 grants was moved up to December 22, 2017 so that the Company could take advantage of the higher rate of tax deductions in 2017, and a pro rata grant with a grant-date value of $52,052 for five-twelfths of the 2018 year, which was not included in the August 2017 grant was made to the directors. One-half of the 816 RSUs granted to each director vested on that date, and the remaining half vested on December 22, 2018. Given the December 22, 2017 grants, no RSU grants were made to non-employee directors in 2018.
In 2018, each non-employee director received $2,000 for each regularly scheduled quarterly in-person Board meeting attended, and $750 for each other Board or committee meeting held separately and attended in person or by telephone not in conjunction with the quarterly in-person Board meetings. These meeting fees were discontinued with the new compensation plan. Instead, each committee member receives an annual retainer fee for his or her committee services in addition to the annual cash retainer for serving on the Board. Audit committee members receive an additional $10,000 annually for their services, paid pro rata on a quarterly basis, and the other committee members receive an additional $5,000 annually.


12


Committee chairs and the Board's former IT liaison were entitled to the following additional fees:
Outside DirectorAdditional Annual Cash Retainer (Jan. 1 to June 12, 2019)Additional Annual Cash Retainer (June 13 to Dec. 31, 2019)
Chairman of the Board$60,000$80,000
Audit Committee Chair15,00015,000
Compensation Committee Chair10,00015,000
Nominating and Corporate Governance Committee Chair10,00010,000
Board IT Liaison(1)/Strategy and Technology Committee Chair
10,00010,000
(1)The Board IT liaison position was eliminated and replaced by the Strategy and Technology Committee. Mr. Matin was the liaison and is also the chair of the new committee.

On January 2, 2019, the non-employee directors received their annual restricted stock unit ("RSU") grant with a grant-date value of approximately $125,000, with one-half of the RSU grants vesting on the grant date and the remaining half vesting on the one-year anniversary of the grant date. For awards granted on or after January 2, 2020, the annual RSU grant date fair value is $150,000.

In addition, we reimbursedreimburse all directors for their reasonable expenses incurred in attending Board or committee meetings, and up to $2,500 per director for director education and training.
The annual cash retainer fee for non-employee directors in 2018 was $60,000, paid pro rata on a quarterly basis. In addition, committee chairs and the Board's IT liaison were entitled to the following fees:
Outside DirectorAdditional Annual Cash Retainer
Chairman of the Board$60,000
Audit Committee Chair$15,000
Compensation Committee Chair$10,000
Nominating and Corporate Governance Committee Chair$10,000
Board IT Liaison$10,000


12


VADM Dyer and Mr. Frantz were advisers to the Board in 2018,2019, with Mr. Frantz ending his advisory position when he was appointed to the Board on June 13, 2019. They received the same annual cash retainer, Board meeting fees and equity awards as members of the Board. Cash fees paid to VADM Dyer in 2019 totaled $75,508, and Mr. Frantz in 2018 totaled $38,802 and $37,552, respectively, and each of themhe received an RSU award with a grant date fair value of $67,629 upon their engagement in June 2018.$124,967 on January 2, 2019.
Director and Executive Officer Stock Ownership Guidelines

In 2016, the Board adopted Stock Ownership Guidelines for directors, named executive officers and other designated officers that require that certain stock ownership levels be met within three years of implementation of the policyguidelines or within five years from appointment or promotion to one of the designated positions. The policy requiresguidelines require that each Board member must own shares of the Company with a fair market value of four times the director's annual cash retainer fee, which was $60,000 for 2018$75,000 as of December 31, 2019 for a total ownership requirement of shares with a fair market value of $240,000.$300,000. The required levels of ownership for executives are based upon a multiple of their annual base salary. Our President and Chief Executive Officer is required to own a number of shares with a value of five times his annual base salary. Our Executive Vice Presidents and Division Presidents are required to own a number of shares with a fair market value of three times their annual base salary, and the requirement for designated Senior Vice Presidents is two times annual base salary. The guidelines also provide that directors and officers must retain any net shares that vest or are exercised until such time as the appropriate ownership levels are met. Shares counted as beneficially owned includeThe guidelines provide that shares that would be issuable upon the vesting of any outstanding RSUs, but not stock options.options, are considered beneficially owned for purposes of the policy. A hardship provision provides a process to request a waiver from the Compensation Committee in exigent circumstances. As of March 31, 2019,February 1, 2020, all of our directors and named executive officers have exceededbeneficially owned shares in excess of their stock ownership requirements.

Director and Executive Officer Hedging and Pledging Transactions Policy

In March 2016,September 2019, the Board adopted a more stringent Hedging and Pledging Transactions Policy that prohibits hedging transactionsand pledging of the Company's stock for the Company's directors and executive officers (subject to a hardship exemption with appropriate approval requirements)officers. The policy is designed to limiteliminate the ability of the participants to pledge the Company's stock as collateral directly or in a margin account, and hedge the financial risk of ownership of the Company's stock. These limitations include any prepaid variable forward contracts, equity swaps, collars or similar financial instruments designed to hedge or offset any decrease in the market value of the Company's stock. In cases of hardship, officers and directors subject to this policy may request approval for an exemption, which requires the approval of the Nominating and Corporate Governance Committee of the Board.


13


Communicating with the Board
     
We invite stockholders and other interested parties to communicate any concerns they may have about ASGN with either the Chairman of the Board or the directors as a group by writing to the attention of either the Chairman of the Board or the Directorsdirectors at ASGN Incorporated, 26745 Malibu Hills Road, Calabasas, California 91301. Any and all such communication will be forwarded by the Secretary of the Company to Mr. Jones, Chairman of the Board, or all of the directors, as applicable.
 
Ethics
 
ASGN has adopted a Code of Business Conduct and Ethics that is applicable to all directors, officers and employees of ASGN. More importantly, the code reflects our policy for dealing with all persons, including our customers, employees, investors, regulators and vendors, with honesty and integrity. A copy of our Code of Business Conduct and Ethics can be found on the Investor Relations-Corporate GovernanceRelations-Governance-Governance Documents page of our website at http://www.asgn.com. In addition, ASGN adopted a Supplemental Code of Business Conduct and Ethics for Directors, Executive Officers and Financial Officers which applies to our directors, Chief Executive Officer, Chief Financial Officer, other executive officers and other senior financial officers. The codes comply with the requirements of Section 406 of the Sarbanes-Oxley Act of 2002. The supplemental code focuses on honest and ethical conduct, full, fair and accurate disclosure in our SEC filings and other public disclosures, compliance with applicable government laws, rules and regulations, and prompt internal reporting of violations of the code. This policy is located on the same page on our website as our Code of Business Conduct and Ethics. You may also obtain a copy of these documents without charge by writing to ASGN Incorporated, 26745 Malibu Hills Road, Calabasas, California 91301, Attn: Secretary.
 
Compensation Committee Interlocks and Insider Participation
 
During 2018,2019, the Compensation Committee of the Board was composed of Messrs. Holman, Jones and Matin andMatin. Sen. Brock.Brock served on the committee as well until his retirement on June 13, 2019. There are no Compensation Committee interlocks and no member of the Compensation Committee was or has been an officer or employee of ASGN or its subsidiaries, and no member of the Compensation Committee had any relationships requiring disclosure of certain relationships and related-party transactions. None of the Company’s executives served as a member of the Compensation Committee.


1314


SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
 
The following tables set forth the beneficial ownership by the persons listed below of shares of ASGN’s common stock as of March 31, 2019.2020.
 
Certain information in the table concerning stockholders other than our directors and officers is based on information contained in filings made by such beneficial owner with the SEC. Pursuant to Rule 13d-3 of the Exchange Act 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 the vesting of an RSU) 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 10 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) 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, 2019,2020, there were 52,795,38052,443,485 shares of ASGN common stock outstanding.

The following tables set forth the beneficial ownership of ASGN’s common stock as of March 31, 20192020 for the following persons:
•    all stockholders known by us to beneficially own more than five percent of our common stock;
•    each of our directors;  
•    each of our named executive officers, as identified; and
•    all of our directors and executive officers as a group.

Unless otherwise indicated, each person listed has sole voting power and sole investment power.
 
Ownership of More than Five Percent of the Common Stock of ASGN

   
Name and Address of
Beneficial Owner
Amount and Nature of Beneficial Ownership
Percent of
Common Stock(4)
   
BlackRock, Inc.
6,135,4936,494,937(1)
11.6%12.4%
55 East 52nd Street  
New York, NY  10055  
   
The Vanguard Group, Inc.
4,611,5484,725,852(2)
8.7%9.0%
100 Vanguard Blvd.  
Malvern, PA  19355  
   
Capital International Investors
3,175,1253,176,055(3)
6.0%6.1%
11100 Santa Monica Blvd., 16th Floor  
Los Angeles, CA 90025  
(1)Based on information contained in a Schedule 13G/A filed with the SEC on January 24, 2019February 4, 2020 by Blackrock, Inc. on behalf of various subsidiaries, Blackrock, Inc. directly or indirectly has sole voting power of 5,974,7916,309,474 shares of our common stock, and sole dispositive power of 6,135,4936,494,937 shares. The various subsidiaries listed in the filing as beneficially owning the shares set forth above include: BlackRock International Limited, BlackRock Advisors, LLC, BlackRock (Netherlands) B.V., BlackRock Fund Advisors, BlackRock Institutional Trust Company, N.A., BlackRock Asset Management Ireland Limited, BlackRock Financial Management, Inc., BlackRock Japan Co. Ltd., BlackRock Asset Management Schweiz AG, BlackRock Investment Management, LLC, BlackRock Investment Management (UK) Limited, BlackRock Asset Management Canada Limited, BlackRock (Luxembourg) S.A.Investment Management (Australia) Limited, BlackRock (Netherlands) B.V., BlackRock Fund Advisors, BlackRock Asset Management Ireland Limited, BlackRock Institutional Trust Company, National Association, BlackRock Financial Management, Inc., BlackRock Japan Co., Ltd., BlackRock Asset Management Schweiz AG, and BlackRock Investment Management, (Australia) Limited.LLC.
(2)Based on information contained in a Schedule 13G13G/A filed with the SEC on February 11, 201912, 2020 by The Vanguard Group, Inc. (“Vanguard”) on its own behalf and on behalf of two subsidiaries, Vanguard has sole voting power of 105,523100,684 shares of the Company’s common stock, shared voting power of another 11,98513,282 shares, sole dispositive power over 4,499,1374,618,555 shares, and shared dispositive power over 112,411106,297 shares. Vanguard Fiduciary Trust Company, a wholly-owned subsidiary of Vanguard, is the beneficial owner of 100,42694,015 shares as a result of its serving as investment manager of collective trust accounts. Vanguard Investments Australia, Ltd., a wholly-owned subsidiary of Vanguard, is the beneficial owner of 17,08219,951 shares as a result of its serving as investment manager of Australian investment offerings.
(3)Based on information contained in a Schedule 13G filed with the SEC on February 14, 20192020 by Capital International Investors (“CII”), a division of Capital Research and Management Company ("CRMC"). The filing states that CII has sole voting and dispositive power over all the shares listed above. Capital International InvestorsCII divisions of CRMC and Capital Bank and Trust Company, Capital Guardian Trust Company,as well as the following CMRS subsidiaries: Capital International Limited, Capital International Sarl, Capital International K.K and Capital International, Inc., collectively provide investment management services under the CII name.
(4)For each beneficial owner included in the table above, percentage ownership is calculated by dividing the number of shares beneficially owned by such holder by the 52,795,38052,443,485 shares of the Company’s common stock outstanding as of March 31, 2019.2020. To the knowledge of the Company, none of the holders listed above had the right to acquire any additional shares of the Company on or within 60 days after March 31, 2019.2020.

1415


Ownership of ManagementDirectors and DirectorsManagement of ASGN

Name of Beneficial OwnerName of Beneficial Owner
Amount and Nature of Beneficial Ownership (5)
Percent of Common Stock(6)
 Name of Beneficial Owner
Amount and Nature of Beneficial Ownership (4)
Percent of Common Stock(5)
 
William E. Brock 16,363
 * 
Brian J. Callaghan(1)
Brian J. Callaghan(1)
 389,292
 *  
Brian J. Callaghan(1)
 391,496
 * 
Mark A. FrantzMark A. Frantz 4,170
 *  
Jonathan S. HolmanJonathan S. Holman 13,925
 * Jonathan S. Holman 14,149
 * 
Mariel A. JolietMariel A. Joliet 7,398
 *  Mariel A. Joliet 8,847
 *  
Jeremy M. Jones(2)
Jeremy M. Jones(2)
 62,369
 * 
Jeremy M. Jones(2)
 65,073
 * 
Marty R. KittrellMarty R. Kittrell 7,398
 *  Marty R. Kittrell 5,827
 *  
Arshad MatinArshad Matin 9,709
 * Arshad Matin 11,384
 * 
Edwin A. Sheridan, IV(3)
Edwin A. Sheridan, IV(3)
 1,003,799
 1.9%  
Edwin A. Sheridan, IV(3)
 1,006,003
 1.9%  
Peter T. Dameris(4)
 217,203
 * 
Theodore S. HansonTheodore S. Hanson 268,856
 * 
Edward L. PierceEdward L. Pierce 116,548
 *  Edward L. Pierce 132,438
 *  
Theodore S. Hanson 242,297
 * 
Randolph C. BlazerRandolph C. Blazer 46,610
 *  Randolph C. Blazer 75,748
 * 
George H. WilsonGeorge H. Wilson 5,019
 * George H. Wilson 22,395
 *  
Mark A. Frantz 1,559
 *  
All directors and executive officers as a group (15 persons) 2,133,073
 4.0%  
Jennifer H. PainterJennifer H. Painter 23,829
 * 
All directors and executive officers as a group (13 persons)All directors and executive officers as a group (13 persons) 2,030,215
 3.9%  
*Represents less than one percent of the shares outstanding.
(1)All but 3,355 of the ASGN shares beneficially owned by Mr. Callaghan are held in a trust wherein which he and his wife are both trustees.
(2)All but 2,704 of the ASGN shares beneficially owned by Mr. Jones are held in his family trust, in which he and his wife are both trustees.
(3)Mr. Sheridan holds 38,46037,309 of the ASGN shares he beneficially owns in a revocable trust, and the remainder965,339 shares are held in a limited liability company for which he is the sole beneficiary and has the sole right to vote and invest the shares.
(4)67,398 ofshares, and the shares beneficially owned by Mr. Damerisremainder are held in a Grantor Retained Annuity Trust for which he is a trustee and the sole recipient of the annuity payments; and an additional 117,205 shares are held in accounts or a limited partnership that he holds jointly with his wife.name directly.
(5)(4)All amounts shown include shares subject to stock options which are, or will become, exercisable within 60 days of March 31, 2019,2020, and shares available upon vesting of RSUs that will vest within 60 days of March 31, 2019.2020. The number of shares beneficially held by Mr. Pierce includes 50,000 vested stock options. The number of shares beneficially owned by Messrs. Dameris andMr. Wilson includes 4,286 shares availablethat will be issued to him upon vesting of RSUs in the next 60 days of 10,268 and 1,319 RSUs, respectively.days.
(6)(5)For each individual included in the table above, percentage ownership is calculated by dividing the number of shares beneficially owned by the sum of the 52,795,38052,443,485 shares of the Company’s common stock outstanding as of March 31, 2019,2020, plus the number of shares of common stock that are issuable upon exercise of options that are exercisable or upon the vesting of RSUs within 60 days of March 31, 20192020 held by such individual (but not giving effect to the shares of common stock that are issuable upon exercise of options that are exercisable or upon the vesting of RSUs held by others).



1516



The following individuals are executive officers of ASGN:

NameAgeTitleYears Experience in Human Capital IndustryYears with ASGN
Peter T. Dameris*Theodore S. Hanson*5952President and Chief Executive Officer, ASGNover 20 years in industry15 years
Theodore S. Hanson*51President, ASGN20 years in industry2021 years with ASGN and Apex Systems
Edward L. Pierce*6263EVP, Chief Financial Officer1718 years CFO experience78 years
Randolph C. Blazer*6869President, Apex Systemsover 3040 years in industry1213 years with Apex Systems
  George H. Wilson*6162President, ECSover 30 years in industry89 years with ECS
Jennifer Hankes PainterH. Painter*4950  SVP, Chief Legal Officer and Secretary1314 years GC experience67 years
  James L. Brill6869SVP, Chief Administrative Officer and Treasurerover 35 years as finance executive1213 years
* These individuals are our named executive officers as defined in Item 402 of Regulation S-K of the Securities Act of 1933, as amended (the "Securities Act").

The biography of our President and Chief Executive Officer is included in the section above entitled "Directors with Terms Ending in 2020"2022" on page 6.

Theodore S. Hanson was promoted to the role of President of ASGN in December 2016. He joined ASGN as Chief Financial Officer of Apex Systems as a result of the Company's acquisition of Apex Systems in May 2012. In January 2014, he was promoted to the role of President of Apex Life Sciences, LLC, formerly known as Lab Support ("Apex Life Sciences"), and in January 2016, he ceased his duties as the Chief Financial Officer of Apex Systems and became an Executive Vice President of ASGN in addition to his role as President of Apex Life Sciences. Mr. Hanson joined Apex Systems in November 1998 as Corporate Controller and became Chief Financial Officer in January 2001. From 1991 to 1996, he worked at Keiter, Stephens, Hurst, Gary and Shreaves, an independent accounting firm, and from 1996 to 1998 he was the chief financial officer of Property Technologies Ltd. He currently serves as a director and vice chairman of the Massey Cancer advisory board and as a director for the Virginia Tech Foundation board. Mr. Hanson holds a bachelor of science degree from Virginia Tech University and a master of business administration degree from Virginia Commonwealth University. p. 7.

Edward L. Pierce joined ASGN in September 2012 as Executive Vice President and Chief Financial Officer. Prior to this appointment, Mr. Pierce served on the Board of Directors for the Company from December 2007 to August 2012. From March 2011 through August 2012, Mr. Pierce was an executive in residence at Flexpoint Ford, a private equity firm. From October 2006 to March 2011, Mr. Pierce served as executive vice president and chief financial officer, and later as president of First Acceptance Corporation, a publicly-traded retailer, servicer and underwriter of non-standard private passenger automobile insurance. From May 2001 through February 2006, Mr. Pierce served as the executive vice president, chief financial officer and as a director of BindView Corporation. 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. Mr. Pierce received his bachelor of science degree in accounting from Harding University and began his career with Arthur Andersen & Co. in Houston, Texas.
 
Randolph C. Blazer joined ASGN as President of Apex Systems as a result of the Company's acquisition of Apex Systems in May 2012. Prior to the acquisition, Mr. Blazer served as Apex Systems' Chief Operating Officer, a role he held from February 2007. Formerly, Mr. Blazer served as president of the public sector for SAP America. From 2000 through 2004, Mr. Blazer was chairman and chief executive officer of BearingPoint Inc., one of the world's largest consulting and systems integration firms. From 1977 through 2000, Mr. Blazer held increasing senior positions with KPMG. Under his leadership, KPMG Consulting launched the fourth-largest IPO in NASDAQ's history, becoming the first of the Big Five consulting firms to separate from its audit and tax parent and become an independent, publicly-traded company. Since September 2012, Mr. Blazer has been a board member of AtSite, Inc., a private company that provides building solutions for facilities and real estate teams. Mr. Blazer holds a bachelor's degree in economics from McDaniel College and a master of business administration degree from the University of Kentucky.

George H. Wilson joined ASGN in April 2018 with the acquisition of ECS, of which he is the President. Under his leadership, ECS grew from a small, services-oriented business into a company with more than 2,5003,000 employees providing cloud services, cybersecurity, and IT modernization and advanced engineering solutions. Mr. Wilson joined ECS in 2011 as chief strategy officer and was promoted to president and chief executive officer in February 2014. Prior to joining ECS, he was instrumental in growing Stanley Inc. from a small, private business with 20 employees and $2 million in revenue to a public company of nearly 6,000 employees and more than $900 million in annual revenue. While at Stanley, Mr. Wilson organized and led executive teams responsible for customer relations, corporate development, business growth, strategic investments and company strategy. He is a board member of Professional Services Council, Brain Injury Services, and

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the Northern Virginia Community Foundation. Mr. Wilson received the 2018 Wash100 award, recognizing his impact in the Government Contracting sector. Mr. Wilson holds a bachelor of science degree in electrical engineering from the U.S. Naval Academy and a master of business administration degree from George Washington University.

Jennifer Hankes Painter joined ASGN in June 2013 and is the Senior Vice President, Chief Legal Officer and Secretary focusing on legal and compliance issues affecting the Company, including mergers and acquisitions, litigation, corporate governance and Board support. Ms. Painter joined ASGN after serving as general counsel, chief compliance officer and secretary of MRV Communications, Inc., a global provider of telecommunications equipment and services, from 2009 to 2013. From 2004 through 2008, Ms. Painter served as vice president and assistant general counsel for The Ryland Group, Inc., a leading national homebuilder traded on the NYSE. From 2001 through 2004, Ms. Painter served as vice president and general counsel of Cadiz, Inc., a water and agricultural company traded on NASDAQ. Prior to joining Cadiz, Ms. Painter was employed as an associate with Sullivan & Cromwell LLP, an international law firm, where she dealt with mergers and acquisitions, securities, and other corporate matters. She was an officer in the U.S. Army Corps of Engineers prior to her legal

17


career. Ms. Painter serves as a member of the governing board for Meet Each Need with Dignity (MEND), a non-profit poverty center providing food, clothing, healthcare, job training and education. She received a bachelor of science degree in civil engineering from the U.S. Military Academy and a juris doctor degree from Loyola Law School of Los Angeles.

James L. Brill joined ASGN as Senior Vice President, Finance and Chief Financial Officer in January 2007, and has been instrumental in the growth of ASGN. In his current role as Chief Administrative Officer and Treasurer which he took on in 2012, Mr. Brill oversees human resources, risk management, banking and cash management along with assisting in investor relations. Prior to ASGN, Mr. Brill was vice president, finance and chief financial officer of Diagnostic Products Corporation, a medical diagnostic products and solutions company which was later acquired for $1.9 billion by Siemens in July 2006. Mr. Brill was also Chief Financial Officerthe chief financial officer of Jafra Cosmetics International; vice president of finance and administration, and chief financial officer of Vertel Corporation, a provider of telecommunication systems management software and services; and senior vice president, finance and chief financial officer of Merisel, Inc., a worldwide distributor of computer hardware and software. Mr. Brill served on the board of directors of Onvia Inc., a provider of business to government commerce intelligence for companies desiring to grow their public sector business and for government agencies desiring to improve their procurement efficiencies from 2004 until its sale in December 2017, and was the chairman of their audit committee. Mr. Brill holds a bachelor of science degree from the U.S. Naval Academy and a masters of business administration degree from the UCLA Anderson School of Management.

Stock Performance Graph
The following graph compares the performance of ASGN’s common stock price during the period from December 31, 2014 to December 31, 2019 with the composite prices of companies listed on the NYSE and of companies included in the SIC Code No. 736—Personnel Supply Services Companies Index. The companies listed in the SIC Code No. 736 include peer companies in the same industry or line of business as ASGN.
The graph depicts the results of investing $100 in our common stock, the NYSE market index, and an index of the companies listed in the SIC Code No. 736 on December 31, 2014, and assumes that dividends were reinvested during the period.
The comparisons shown in the graph below are based upon historical data, and we caution stockholders that the stock price performance shown in the graph below is not indicative of, nor intended to forecast, potential future performance.

a2020totalreturnchartrgba01.jpg

ASSUMES $100 INVESTED ON DECEMBER 31, 2014
ASSUMES DIVIDENDS REINVESTED (where applicable)
  Year Ended December 31,
  2014 2015 2016 2017 2018 2019
ASGN $100.00
 $135.43
 $133.05
 $193.64
 $164.21
 $213.83
SIC Code No. 736 Index—Personnel Supply Services Company Index $100.00
 $105.50
 $114.97
 $149.30
 $124.28
 $154.33
NYSE Market Index $100.00
 $96.03
 $107.62
 $127.96
 $116.72
 $146.76

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EXECUTIVE COMPENSATION DISCUSSION AND ANALYSIS

Compensation Committee Chair Letter

2019 was a strong year for ASGN as we continued to solidify our position as one of the foremost providers of IT and other professional services across commercial and government sectors. It was also a year of change. We appointed Theodore S. Hanson as our CEO effective May 1, 2019.

Although we were disappointed that our proposal asking for stockholder approval for 2018 executive compensation (“Say-on-Pay proposal”) only received 36% approval following many years of receiving strong support, we spoke with many of our stockholders and have taken proactive efforts to address their concerns. In the context of the vote on the Say on Pay proposal and the Company’s new leadership, we decided to take a wholesale review of our entire executive compensation program.

Accordingly, throughout 2019 and into 2020, I personally engaged in over 25 conversations with individual stockholders (these conversations occurred in two rounds, first in June 2019, and then continuously through late 2019 and early 2020). Through these conversations, I spoke with 17 of our 25 largest stockholders who in the aggregate own more than 50% of ASGN’s outstanding shares. The feedback from these sessions touched on a wide range of topics that led directly to the program changes we considered during the year. For example, stockholders stressed the importance of strengthening the ties between pay and performance, and several voiced concern with the prior CEO’s retention awards. Stockholders also provided valuable suggestions regarding changes to our short and long-term incentive plan designs.

Based on the feedback we received, we developed changes to our executive compensation programs that we introduced through 2019 and for 2020. These included enhanced governance practices, an updated annual incentive plan approach, and the introduction of equity incentives with three-year relative performance conditions. I encourage you to read a detailed summary of our actions in “Summary of Engagement and Say-on-Pay Responsiveness” below.

In the Compensation Discussion and Analysis that follows, we will discuss 2019 compensation for our Chief Executive Officer and other named executive officers, where you will see our commitment to both pay for performance and clear, transparent disclosure. We also provide additional detail on our 2020 program changes and our approach to our executive pay for the year ahead. We encourage you to review this compensation discussion and analysis carefully and hope you agree that our executive compensation programs support ASGN’s growth strategy and are well aligned with creating long-term shareholder value.

Jonathan S. Holman
(Compensation Committee Chair)



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Executive Summary

Our executive compensation program is designed to attract and retain high-caliber executive officers, and to motivate and reward performance that is consistent with our corporate objectives and stockholder interests. Our policy is to provide a competitive total compensation package that shares our success with our named executive officers, as well as other employees, when our goals are met.

Company Performance

In 2019, the combination of our differentiated business model and strong operational performance by our team led to the sixth consecutive year that we achieved above-industry growth in the end markets we serve:

    a5yearstock01.jpg

ASGN’s Strategic Direction:

Through our strategic goals of Execute, Scale, and Acquire, we drive strong financial performance through sustainable strategic actions that provide short-term benefits to our business and position us for long-term success.

 
Executive Summary
Our executive compensation program is designed to attract and retain high-caliber executive officers, and to motivate and reward performance that is consistent with our corporate objectives and stockholder interests. Our policy is to provide a competitive total compensation package that shares our success with our named executive officers, as well as our other employees, when our goals are met. Our executive compensation program therefore emphasizes pay-for-performance, using metrics that are tied to our business objectives.
Performance
In 2018, we achieved over $3.5 billion in revenues on a pro forma basis representing an increase of $335.3 million, or 10.4 percent over the prior year, which is more than double the four percent growth rate that was projected for the IT staffing industry for 2018 by Staffing Industry Analysts ("SIA"). Adjusted EBITDA(1) for purposes of determining performance targets, grew to $423.8 million on a pro forma basis. That represented an increase of $43.4 million, which is an 11.4 percent increase over the prior year. Since the closing of our acquisition of ECS through the end of the year, we paid $276.0 million of our long-term debt.

Execute
a5yearstock.jpg
Growth* Expand IT service offerings to customers
2018 was the fifth consecutive year that we achieved above-industry growth in the end markets we serve. Our revenue growth for 2018 was more than two times the industry rate* Emphasize STEM resources
* Deploy digital technologies to enhance connectivity, productivity and we achieved higher growth in profitability andefficiency
* Utilize cash flows as a result of improved operating leverage. We expectflow to outpace the industry average again this year, and in 2018, we set a five-year growth plan to achieve $5 billion in revenues by 2022. Our year-over-year revenue growth rate was 10.4 percent in 2018, 7.6 percent in 2017, 12.0 percent in 2016, and 11.1 percent in 2015.(2)
Compensation
ASGN offers a competitive compensation plan to aid in recruiting, incentivizing short- and long-term performance and enhancing retention. Executives receive a base salary, an annual cash incentive bonus, long-term equity-based incentives and perquisites, and are eligible to participate in our employee benefits plans.

Experience
ASGN takes pride in having a management team that has significant industry experience. Their proven record of delivering on our growth strategies puts them in high demand. Their longevity with our Company - a testament to the success of our compensation strategy - provides stability and continuity while improving our ability to follow through on long-term plans.de-lever balance sheet


Scale
Industry Rankings* Grow customer base
According* Deepen penetration among existing customer base
* Scale value-added services
* Scale government IT services and solutions


Acquire
* Target $500 - $700 million in domestic acquired revenues between 2018 and 2022
* Focus on companies with a financial profile similar to current ASGN
* Ensure acquisitions are accretive to service offerings and delivery model



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According to the most recent report published in September 2019 by Staffing Industry Analysts ("SIA"), a globally-recognized staffing industry research company representing over $100 billion in annual contingent workforce spend and with over 1,000 member companies, ASGN is a leader in multiple areas of the U.S. staffing industry, and we continue to build our prominence and gain market share.

Above-Market Growth has positioned ASGN as a Staffing Industry Analysts’ 2018 reports, Leader
ASGN is a leader in multiple areas of the2010

ASGN Today
#25
25th Largest U.S. staffing industry:
•
Largest Marketing/Creative Staffing Firm
ð#9
9th Largest U.S. Staffing Firm
#30
•30th Largest U.S. IT Staffing Firm
ð#2
2nd Largest U.S. IT Staffing Firm
#5
•
3rd Largest Clinical/Scientific Staffing Firm
•
45th Largest Direct HireU.S. Clinical/Scientific Staffing Firm
ð#3
3rd Largest U.S. Clinical/Scientific Staffing Firm
#64
•
964th Largest U.S. Staffing Firm overallOverall		ð#14
•
1814th Largest EngineeringU.S. Staffing Firm Overall
Globally, we are the 15th Largest Staffing Firm overall.

 
(1) Adjusted EBITDA
Our status as an industry leader is a non-GAAP measure definedfurther evidenced by our industry-leading financial performance, as EBITDA (earnings before interest expense, income taxes, depreciationour differentiated business offerings and amortization), plus, among other things, stock-based compensation expenseimpactful M&A strategy have allowed us to gain market share and acquisition, integration and strategic planning expenses. See Annex Adrive meaningful performance. In each of the past three years, ASGN’s revenue growth has exceeded SIA projections for a reconciliation of net income to Adjusted EBITDA.revenue growth in our industries:

(2) The growth rates are pro forma, which include revenues from businesses acquired during 2015, 2017 and 2018 as if those acquisitions occurred at the beginning of 2014.

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The following graphs illustrate our improvement in revenues, Adjusted EBITDA and gross profit over the last five years and compares that information against the total compensation listed for our Chief Executive Officer in the Summary Compensation Table on page 33 of this Proxy Statement and in our prior proxy statements. These performance metrics are used or have been used by our Compensation Committee to calculate our named executive officers' performance-based compensation, as described below in the section entitled "Compensation Program Elements." The increase of our Chief Executive Officer's compensation is due to two factors: (a) a one-time special cash and equity grant valued at an aggregate of $5 million due to his leadership related to the successful completion of the Company’s largest acquisition in its history and other factors described below, one-half of which the Compensation Committee designated to his Deferred Compensation Account which he will not receive starting until the second year after his termination of service to the Company, and (b) a temporary increase in the price of our stock from January 2, 2018, the date Mr. Dameris received the largest of his annual equity grants of $3.5 million per his 2015 Employment Agreement (as defined below), and March 21, 2018, the date in which that grant was valued for accounting purposes since the performance targets were set on that date. While the Compensation Committee had approved a grant worth $3.5 million, the grant reflects a grant-date fair value of $4.7 million in the charts below, in our Summary Compensation Table and in other tables in this proxy statement. As of December 31, 2018, the grant was worth $3.0 million due to the drop in the price of our stock throughout the year.

performance.jpgrevenuevstaffingchart.jpg
(1)As reported forSIA industry estimates reflect overall U.S. staffing industry growth as assessed by Staffing Industry Analysts. The 2019 estimate reflects forecasted growth as of September 2019. ASGN organic revenue is calculated as ASGN total revenue minus the impact of acquisitions in the year in whichof occurrence relative to the compensation was earned.
(2)2015 net income included gain on sale of discontinued operations, net of income taxes of $25.7 million.prior year’s reported revenue.


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21


    asgnperformancehighlights.jpg
(1) Each bar reflects total returns since 12/31/2016 through to 12/31 of the applicable year.

Stock Performance GraphCEO Transition

Effective May 1, 2019, Theodore S. Hanson became our President and Chief Executive Officer after Mr. Dameris, our Chief Executive Officer since 2004, stepped down from the role. In connection with Mr. Hanson's appointment, the Board made the following adjustments to his compensation, the table also compares Mr. Hanson's compensation to that of Mr. Dameris:
    
The following graph compares
ElementTheodore S. HansonPeter T. Dameris
President and COOPresident and CEOPrior CEO
Salary$750,000$850,000$1,051,542
Target Cash Incentive Bonus$525,000$850,000$1,051,542
Long-Term Equity$2,500,000$3,000,000$4,750,000

Following his resignation as Chief Executive Officer, Mr. Dameris remained with ASGN in a transition role for a short period. In June 2019, he was terminated without cause by the performanceCompany. In connection with his termination, Mr. Dameris did not receive any severance beyond what was required by his employment agreement. As a result,
His 2019 annual incentive award was forfeited in its entirety;
His 2019 Tranche A equity award (as defined below) was forfeited in its entirety;
He received a pro-rated portion of ASGN’s common stock price during the period from December 31, 2013his 2019 Tranche B and Tranche C equity awards (each as defined below);
He is receiving base salary continuation payments and reimbursement of COBRA premiums for 18 months;
He received a cash lump sum equal to December 31, 2018 with the composite prices18 months of companies listed on the NYSElong- and of companies included in the SIC Code No. 736—Personnel Supply Services Companies Index. The companies listed in the SIC Code No. 736 include peer companies in the same industry or line of business as ASGN.short-term disability insurance premiums; and
The graph depicts the results of investing $100 in our common stock, the NYSE market index, and an indexVesting of the companies listedfourth of four installments of his Additional RSU award (as defined below), and the remaining unvested portions of his 2017 and 2018 Tranche B awards and a special RSU award issued to him in the SIC Code No. 736 on December 31, 2013, and assumes that dividends were reinvested during the period.
The comparisons shown in the graph below are based upon historical data, and we caution stockholders that the stock price performance shown in the graph below is not indicative of, nor intended to forecast, potential future performance.May 2018, was accelerated.


totalreturn.jpg

ASSUMES $100 INVESTED ON DECEMBER 31, 2013
ASSUMES DIVIDEND REINVESTED
YEAR ENDING DECEMBER 31, 2018Additional information on Mr. Dameris’ termination is provided under “Considerations for Previous Chief Executive Officer Equity Compensation”.

  Year Ended December 31,
  2013 2014 2015 2016 2017 2018
ASGN $100.00
 $95.05
 $128.72
 $126.46
 $184.05
 $156.07
SIC Code No. 736 Index—Personnel Supply Services Company Index $100.00
 $96.41
 $100.67
 $106.44
 $138.19
 $115.03
NYSE Market Index $100.00
 $106.87
 $102.62
 $115.02
 $136.76
 $124.72


2022


Summary of Engagement and Say-on-Pay Responsiveness
Stockholder engagement is a key value and a significant part of our ongoing review of corporate governance and executive compensation practices. We are committed to actively seeking feedback from our stockholders. In light of our disappointing level of support for our Say-on-Pay proposal last year (36 percent), and the Company’s leadership transition, we sought to fundamentally reassess our compensation programs, and solicited extensive input from stockholders and stakeholders regarding specific aspects of our compensation programs.
Since our Say-on-Pay proposal was submitted last year, we conducted two rounds of stockholder engagement - first, we engaged with 10 stockholders in June 2019 to better understand any specific concerns and how they influenced their vote on our previous Say-on-Pay proposal, and then throughout late 2019 and early 2020 we engaged with stockholders an additional 17 times to solicit further feedback around the 2020 vote and potential adjustments to our pay programs. Through this process, we reached out to each of our top 25 stockholders and engaged with investors representing over half of our market capitalization. Our Compensation ConsultantCommittee Chair was present and actively involved in all stockholder engagement calls, and our Board Chair participated in 10 calls.

engagechartrgb.jpg
In 2015,Through this proactive engagement, we learned that our stockholders were displeased with the large one-time award to our former Chief Executive Officer made in 2018 in connection with his efforts related to the acquisition of ECS and his continued retention. Further, we received feedback on potential steps that could be taken to strengthen our executive compensation programs. Following these meetings, the Compensation Committee, retained Semler Brossy as itsour independent compensation consultant, and management considered the feedback received from stockholders and the Compensation Committee implemented a number of changes to help determineour executive compensation programs in 2019 and 2020:
What We HeardWhat We Did
The one-time grant to our previous CEO was excessive, and resulting total pay was high relative to peers

Our new CEO is positioned conservatively against peers, and we do not intend to repeat the prior CEO’s one-time award.

ü Total direct compensation (salary, bonus and equity) for our new CEO was set around the 25th percentile of our peer group for his first year in the role.
ü  We do not intend to provide future one-time bonuses without performance conditions to our executive officers.

Goal setting and performance measurement for incentive bonus programs was not supported by clear disclosure

We expanded disclosure around our goal-setting process and performance achievement in this year’s proxy.
ü We expanded detail and analysis of how our Tier 1 performance was set well above industry forecasts, and note that:
ü No portion of the cash incentive bonus can be earned at anything less than target (Tier 1), and;
ü In order to earn maximum cash incentive bonuses, we require growth materially above industry projections.
Adjusted EBITDA(1) was used in both the annual and long-term incentive program
Our 2020 cash incentive and performance-based RSU programs will have differentiated performance metrics
ü Performance-based RSU awards granted in 2020 vest solely based on achievement of relative total shareholder return ("TSR") over a three-year period.
ü Other performance targets, including the use of three-year financial measures, were considered for the performance-based RSUs, but were not implemented for 2020 in part due to the challenge of setting long-term goals in the context of COVID-19. We intend to further assess the feasibility of three-year financial performance measurement in future years.

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What We HeardWhat We Did
Our performance-based RSU goals were not oriented towards long-term performanceOur 2020 equity program measures performance over three years.
Our programs were not directly tied to our performance relative to marketOur 2020 performance-based RSU program is 100 percent tied to TSR compared to an objectively-selected group of industry peers.
Our governance provisions were not aligned with best practicesWe incorporated several ‘best practice’ governance provisions, introducing new policies and strengthening our existing programs. Of note, we now maintain the following, which are in addition to our director and stock ownership guidelines:
ü A robust claw back policy;
ü Double-trigger change in control termination provisions for all executives; and
ü An expanded policy prohibiting hedging and pledging of the Company’s stock.
(1)
Adjusted EBITDA is a non-GAAP measure defined as EBITDA (earnings before interest expense, income taxes, depreciation and amortization), adjusted for, among other things, stock-based compensation and severance expense, and acquisition, integration and strategic planning expenses. Adjusted EBITDA is adjusted by our Compensation Committee for purposes of calculating performance targets. See Annex A for a reconciliation of net income to Adjusted EBITDA, and calculation of perforamce-target Adjusted EBITDA.

A Note Regarding the COVID-19 Pandemic:
The CD&A describes our executive compensation programs including outcomes with respect to 2019. The year was one of strong execution and operational performance, and ASGN finished 2019 poised for certain positions incontinued growth and success.
Now, a few months into 2020, the Company including all of the named executive officersglobal health crisis along with its economic and staffing industry impact has led to - at this writing - significant market value declines for our sector as well as the Board of Directors. Semler Brossy also advised the Compensation Committee in designing the annual cash and long-term incentivea challenging operating environment. ASGN’s executive compensation programs are highly sensitive to shareholder outcomes and also provided advice regardingwill reflect our stockholder’s gains or declines as well as our operational performance.

Given the renewalrapidly evolving nature of the Chief Executive Officer's employment agreement. These compensation programssituation, the Committee temporarily delayed setting short-term performance targets for the 2020 bonus; we intend to finalize targets in the coming months as we have greater clarity around the impact of COVID-19 on our business. The Committee will carefully monitor the Company’s performance and designs remained substantially in place through 2018. In 2018, the Compensation Committee re-engaged Semler Brossy to review the compensationoutcomes of our Chief Executive Officer, the overall compensation package for our President, a special RSU grant to the President of our Apex segment (granted in 2019), and other compensation-related items, including our equity grant distribution plan. In addition, the Compensation Committee has also engaged Semler Brossy to review our directorexecutive compensation program in 2019 (which has remained unchanged since 2015). The Compensation Committee has assessedthroughout the independence of Semler Brossy pursuant to SECyear and NYSE rules and concluded that no conflict of interest exists that would prevent Semler Brossy from independently representing the Compensation Committee. In addition, the Compensation Committee had a limited engagement of Meridian Compensation Partners, LLP,may take appropriate actions related to 2020 outcomes if it deems it to be in the special cashbest interests of the Company and equity bonus provided to our Chief Executive Officer in May 2018.stockholders.


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Compensation Philosophy
Program Overview
This section explains our compensation philosophy andOur executive compensation program as it relatesis tied to our near-and long-term business strategy and keeps our named executive officers. The following table sets forth the key elements of our named executive officers’ compensation, along with the primary objective associated with each element of compensation.officers focused on sustaining industry-leading financial and share-price performance.
Compensation ElementPrimary ObjectivePurpose
Base salaryTo provide stable income as compensation for ongoing performance of job responsibilities.
Annual performance-based cash compensation (bonuses)To incentivize short-term corporate objectives and individual contributions to the achievement of those objectives.
Long-term performance-based equity incentive compensationTo incentivize long-term performance objectives, align the interests of our named executive officers with stockholder interests, encourage the maximization of shareholder value, and retain key executives.
Severance and change in control benefitsTo encourage the continued attention and dedication of our named executive officers and provide reasonable individual security to enable our named executive officers to focus on our best interests, particularly when considering strategic alternatives.
Retirement savings (deferred compensation and 401(k) plans)To provide retirement savings in a tax-efficient manner.
Health and welfare benefitsTo provide standard protection with regard to health, dental, life and disability risks as part of a market-competitive compensation package.

The Company seeks to attract, motivate and retain key talent needed to enable ASGN to operate successfully in a competitive environment. The Company’s fundamental policy is to offer ASGN's named executive officers competitive and fair compensation opportunities based upon their relevant experience, their individual performance, and the overall financial performance of ASGN in a way that is aligned with the long-term interests of the Company’s stockholders. The Company believes that the compensation program for the executive officers is instrumental to the Company’s performance.
To serve the foregoing objectives, our overall compensation program is generally designed to be flexible and complementary rather than purely formulaic, and it is reviewed and revised on an annual basis. In alignment with the objectives set forth above, the Compensation Committee has generally determined the overall compensation of our named executive officers and its allocation among the elements described above, relying on the analyses and advice provided by its compensation consultant as well as input from our management team.

The Compensation Committee 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 named executive officers. Through these agreements, ASGN seeks to further motivate such individuals, retain their services, and secure confidentiality and non-solicitation obligations from such executives, applicable both during and after their employment. These compensatory agreements include executive employment agreements and severance arrangements.

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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. In determining appropriate compensation for our executives, the Compensation Committee considers numerous factors including, but not limited to: rewarding results which are beneficial for the stockholders, competitive compensation, balancing cash and equity payments, recognizing external effects on our business, retention of our executive officers, skills of the executive officers, the Company’s business and growth strategy, and the overall reasonableness of compensation in the experience of our Compensation Committee members.
The Compensation Committee also compares our performance against that of our peer group as part of its oversight responsibilities, and uses industry performance data to set performance targets. The Compensation Committee conducted a comprehensive review of compensation practices for the Company's executives against the compensation of executive officers of competitor companies in 2015 with the support of Semler Brossy, and another review was conducted in 2018 for the Chief Executive Officer and President, as well as a partial review related to a special grant for the President of Apex Systems. Another compensation consultant provided information and analysis to the management team in conjunction with the compensation review. In its analysis, Semler Brossy utilized a peer group of 18 professional services companies to establish the compensation for the Chief Executive Officer, including related industry peers, primarily in the staffing and consulting and government services areas. At the time of the compensation review, revenues for the prior 12 months of the entities in the peer group ranged from $1.2 billion to $8.2 billion, which are generally within one-third to a little more than twice ASGN’s revenues on a pro forma basis. For purposes of setting compensation for 2018, the Compensation Committee substantively maintained the structure of the compensation program set in 2015. In reviewing who the Company's peer group should be for purposes of the Semler Brossy compensation review conducted in 2018, we added certain peers with a stronger focus on the government contracting sector due to the Company's recent acquisition of ECS:
•Amedisys, Inc.;
•Booz Allen Hamilton Holding Corporation;
•CACI International Inc.;
•EPAM Systems, Inc.;
•Huron Consulting Group Inc.;
•Kelly Services, Inc.;
•ICF International, Inc.;
•Insperity, Inc.;
•Kforce Inc.;
•Korn/Ferry International;
•ManTech International Corporation;
•MEDNAX, Inc.;
•Robert Half International Inc.;
•Perspecta Inc.;
•Premier, Inc.;
•Science Applications International Corporation;
•Unisys Corporation; and
•Willis Towers Watson PLC.

The Compensation Committee considers the Chief Executive Officer’s reviews and assessments of the performance of the other executive officers in its compensation decisions. The Compensation Committee works closely with the Chief Executive Officer in setting compensation for the executive officers (other than the Chief Executive Officer), giving weight to the Chief Executive Officer’s evaluation of the other executive officers because of his direct knowledge of their performance. The Compensation Committee and Board reviews and assesses the performance of the Chief Executive Officer annually.  

The Compensation Committee strives to achieve a balance between cash and equity compensation as well as long-term and short-term incentive compensation which aligns with our stockholders’ interests, but the Compensation Committee does not employ any formal method for allocating between cash and equity awards or between long-term and short-term incentives. Instead, the Compensation Committee balances various goals, longer-term performance objectives and vesting conditions on an individualized basis.
As shown in the graphs below, a fundamental objective of the Compensation Committee is to make a substantial portion of each executive officer’s compensation contingent upon the Company's performance, as well as upon his or her own individual level of performance such that each executive officer is compensated for results. The Compensation Committee furthers 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 for the Company, comparing performance levels versus our industry, including periodic equity grants with performance-based vesting

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components. The Compensation Committee strives to align the remuneration potential for the executive officers with stockholder interests through the use of equity awards.

In connection with the successful completion of the Company's largest acquisition in its history, which allowed the Company to offer its services directly to the $129 billion government contract industry, our Compensation Committee approved a special one-time cash bonus and RSU grant to our Chief Executive Officer in May 2018. Separately, the Compensation Committee had become concerned that our Chief Executive Officer's compensation was falling behind his peers, especially in light of the fact that the Company had significantly outperformed its peers for the last several years in a row, and wanted to provide him with a benefit that would incentivize him to remain with the Company. In the last five years, the Company's revenues have almost doubled, with the Company's revenues growing 18.5 percent over that period on an as reported basis, which was four to seven percent each year above the industry weighted average over that period on a pro forma basis. The Compensation Committee entered into a limited engagement with Meridian Compensation Partners, LLP, to conduct a study of our Chief Executive Officer's pay compared to his peers. The mechanics and performance criteria for annual incentive awards, long-term incentive awards and the special cash and equity bonus for our Chief Executive Officer are discussed in greater detail below.


ceoneograph.jpg

With respect to our named executive officers, the Compensation Committee linked a substantial portion of each executive’s total compensation in 2018 to the performance of the Company or division over which the executive has responsibility (as applicable), quantified by the following measurements: (i) EBITDA adjusted for the purposes of incentive compensation targets, but excluding gains, losses or expenses associated with unusual items which include restructurings, discontinued operations, force majeure, litigation, judgments and settlements, changes in tax laws or accounting principles, certain severance amounts, equity-based compensation expense, one-time gains or losses from disposal or sale of assets, and impairment of goodwill or other identifiable intangible assets (“Adjusted EBITDA”); (ii) Adjusted EBITDA per share; and (iii) gross profit. A calculation of Adjusted EBITDA, a non-GAAP measure, reconciling it to net income is included in Annex A.
The Compensation Committee believes this structure is appropriate because senior executives’ efforts and business judgment significantly impact the performance of the Company and the Company’s stock price, and these metrics qualify that impact. 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 depending upon the scope of the executive’s responsibilities. Additionally, our executive officers receive annual RSU equity grants, the size of which increase as the executive’s level of responsibility and impact on overall Company performance increases. The value of the annual equity grants is tied to the value of ASGN’s common stock, with vesting schedules that are based on the attainment of performance-based goals established by the Compensation Committee and continued service to the Company over a period of time. We believe that linking equity awards to performance-based vesting conditions and continued service to the Company provides desirable retention and performance incentives. 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 in one or more designated business unit level or consolidated performance metrics. Multi-year, long-term incentive awards are typically equity awards, with vesting subject to the attainment of designated levels of Company or division financial performance, as well as the passage of time.

The Compensation Committee took under consideration the structure of these awards to individuals who are “covered employees” under Internal Revenue Code (the “Code”) Section 162(m) (discussed below) to the extent that certain compensation was grandfathered under such regulation in order that the compensation and would be able to be considered “qualified performance-based compensation” under Code Section 162(m) preserving the deductibility of the awards.


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Our compensation decisions for the named executive officers in 2018, including each of the key elements of our executive compensation program, are discussed in detail below. This discussion is intended to be read in conjunction with the executive compensation tables and related disclosures.

Compensation Program Elements
Base Salary

One component of our compensation package is an annual salary commensurate with each executive officer’s experience, scope of responsibility, skill in executing those responsibilitiesü Attract and overallretain
ü Stable value to the organization. The Compensation Committee considers the following factors in determining the base salary for each named executive officer:delivery
•    individual performance as measured by the success of the executive officer’s business division or area of responsibility;
•    competitiveness with salary levels of similarly-sized companies and our peer group evaluated through salary surveys and internal compensation parity standards;
•    the range of the Company’s other executive officer salaries and annual salary increases awarded to the Company’s other executive officers;
•    the performance of the Company and the overall economic climate;
•    whether the base salary equitably compensates the executive for the competent execution of his or her duties and responsibilities;
•    the executive officer’s experience; and
•    the anticipated impact of the executive officer’s business division or area of responsibility.
The amount and timing of any increase in base compensation depends upon, among other things, overall economic conditions, the performance of the Company and the executive officer’s business unit (if applicable), 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. Executive officers’ performance, including over-achievement, is generally rewarded through incentive programs, rather than base salary.
In determining whether or not to apply a salary increase for the named executive officers in 2018, the Compensation Committee considered the growth of the Company in the past year, along with the overall value of each named executive officer’s compensation and equity, the timing of the named executive officer’s last salary increase, the performance of the Company and the division over which the named executive officer has responsibility (if applicable), the percentage of executive compensation compared to the Company’s overall expenses, the performance of the staffing industry, and the overall economic climate. After taking all of this information into consideration, the Compensation Committee approved five percent cost-of-living increases to base salary for each named executive officer effective January 1, 2018 except for Mr. Wilson, who joined ASGN in April 2018 through the acquisition of ECS.

Cash Incentive Compensation

Executive officers, including our named executive officers, are eligible for annual incentive• Fixed compensation, payable in cash
• Provides executives with security and tiedcontinuity in compensation
• Key component of attracting and retaining qualified executives
Cash Incentives

ü Pay for short-term performance
ü Align with strategy
• Variable, cash-based compensation rewards executives for performance against key financial, operating and strategic goals
• Performance-based, with payouts only received for strong performance
Equity

ü Pay for sustained, long-term performance
ü Align executives and stockholders
ü Long-term retention
• Emphasizes long-term operational performance and stockholder value growth
• Ties opportunities for wealth creation and stock ownership directly to achievementthe long-term success of ASGN
• Promotes retention of executives
• Aligns executives with the interests of our stockholders
• Encourages maximization of shareholder value
Compensation Policies and Practices
Our pay-for-performance philosophy and executive compensation governance provides a framework for executives to achieve ASGN’s financial and strategic goals without encouraging excessive risk-taking in their business decisions. Key practices include:
WHAT WE DOWHAT WE DON'T DO
ü  Emphasis on pay-for-performance
ü  Challenging performance goals which typically include components relatedfor incentive programs, requiring above-market performance to profitabilitybe earned at target levels

ü Extensive stockholder outreach; held discussions with stockholders holding 52 percent of our shares this past year

ü Compensation program designed to mitigate undue risk-taking

ü  Double-trigger required for change in control severance provisions

ü  Rigorous stock ownership guidelines for executives and growth, either atdirectors

ü  Claw back policy in place for performance compensation

ü  We engage an independent compensation consultant

x No excise tax gross-ups

x Executives are prohibited from hedging and pledging the divisional or corporate levels, or a combination, depending upon the executive’s areaCompany’s stock

x No excessive perquisites

x No repricing of responsibility. By focusing on profitability and growth measures, the Compensation Committee attemptsstock option awards
2019 Compensation Program
The Compensation Committee strives to achieve a balance between cash and equity compensation as well as long-term and short-term incentive compensation which aligns with our stockholders’ interests. A fundamental objective of the Compensation Committee is to make a substantial portion of each executive officer’s compensation contingent upon the Company's performance, as well as upon his or her own individual level of performance for division presidents such that each executive officer is compensated for results. The Compensation Committee furthers this objective through an annual performance-based cash incentive program and an equity incentive program in which the equity is subject to multi-year, long-term incentive awards subject to achievement of specified goals tied to business criteria for the Company, comparing performance levels versus our industry. The Compensation Committee uses equity awards to align the remuneration potential for the executive officers with stockholder interests.

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The following tables illustrate that a significant majority of our named executive officers' 2019 target compensation was at-risk.

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ASGN's Executive Pay Design Supports the Company’s Corporate Strategy

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Named Executive Officers' Total Target Compensation for 2019
Each year, the Compensation Committee assesses the competitive positioning of our named executive officers relative to our peers and, if appropriate in consideration of each executive’s context, role and performance, adjusts their target compensation for the following year. The table below reflects the Compensation Committee’s compensation decisions for named executive officer target compensation in 2019, based on the Committee’s assessment of the Company’s and each executive’s performance in 2018. The equity incentive values shown reflect awards generally made on January 2, 2019, which vest in part on positive Adjusted EBITDA achievement in 2019, and in part on performance targets set in 2019, 2020 and 2021.

ExecutiveSalaryTarget Cash Incentive BonusMaximum EquityTotal
Theodore S. Hanson(1)
$850,000$850,000$3,000,000$4,700,000
Edward L. Pierce602,000361,000950,0001,913,000
Randolph C. Blazer814,000570,0001,450,0002,834,000
George H. Wilson480,000336,0001,000,0001,816,000
Jennifer H. Painter409,000245,000440,0001,094,000
Peter T. Dameris(2)
1,052,0001,052,0004,750,0006,854,000
(1)These compensation amounts are as of Mr. Hanson's promotion to relate annual cash incentive compensationChief Executive Officer effective May 1, 2019. From January 1 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 typically establishes annual performance targets and corresponding target incentive compensation. Annual incentive compensation is typically calculated as a percentage of the individual’s base salary, with higher level executives eligible for higher target percentages. The Compensation Committee followed this procedure for 2018 annual incentive compensation, setting target and maximum cash incentive compensation opportunities of 100 percent and 200 percent in the aggregate, respectively, ofApril 30, his annual base salary was $700,000, his target bonus was $525,000, and the fair market value of his equity award was $2.5 million. On June 3, 2019, he was awarded additional performance-based RSUs with a value of $500,000.
(2)Values shown for Mr. Dameris 75reflect target compensation values. As his employment terminated in June 2019, he received a pro-rated portion of his salary and 150 percentequity awards, and forfeited his 2019 bonus in the aggregate of annual base salary for Mr. Hanson, 70 and 140 percent in the aggregate of annual base salary for Mr. Blazer, and 60 and 120 percent in the aggregate of annual base salary for Mr. Pierce, assigned according to the rank and the scope of responsibilities of the executive and provisions in their employment agreements. As Mr. Wilson joined the Company in April 2018, his cash incentive compensation structure was not set up the same, and was discretionary, though it has been alignedaccordance with the terms of his employment agreement. See “Considerations for Previous Chief Executive Officer Equity Compensation" for additional detail on his 2019 equity awards and treatment upon termination.
Values above reflect annual compensation for 2019, and do not reflect the impact of one-time pay actions made to Mr. Blazer and Ms. Painter. When assessing target pay levels for 2020, the Committee made additional changes to each executive’s pay structure in concert with changes to the bonus program and the shift to three-year performance periods for our performance-based RSUs. See the "What We Heard - What We Did" table on p. 25 above.
Salary
Our salaries reflect the responsibilities of each named executive officer and the competitive market for comparable professionals in our industry and are set to create an incentive for executives to remain with us. Base salaries and benefits packages are the fixed components of our named executive officer’s compensation and do not vary with the Company's performance. Each named executive officer’s base salary is set by considering market data as well as the performance of such officer.
Name2018 Annual Salary2019 Annual SalaryIncrease
Theodore S. Hanson$630,000
$850,000(1)
35%
Edward L. Pierce584,325601,8853%
Randolph C. Blazer790,079813,7813%
George H. Wilson480,000480,000—%
Jennifer H. Painter396,900408,8073%
Peter T. Dameris1,020,915
1,051,542(2)
3%
(1)Effective May 1, 2019 upon promotion to position of Chief Executive Officer.
(2)From January 1, 2019 through June 20, 2019, the date of Mr. Dameris’ termination of employment.



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Annual Cash Incentive Bonus
Named executive officers are eligible for annual cash bonuses, subject to the achievement of rigorous performance goals tied to the Company’s profitability and growth objectives at the corporate and/or divisional levels. Targets are generally set by the Compensation Committee and are informed by both the Company’s strategic plans and the projected growth of the broader market.
The annual cash incentive bonus opportunity for all of the named executive officers consists of two distinct elements:
The first component is the “Tier 1" bonus, reflecting each executive’s target bonus value. For each portion of the Tier 1 bonus, achievement is measured on an “all or nothing” basis, with each portion of the bonus being fully earned for achieving the Company’s intended target performance and with no payout if the target is missed. Performance for Tier 1 is measured on our Adjusted EBITDA growth, as well as on key division priorities for Messrs. Blazer and Wilson.
The second component is the “Tier 2" bonus and is calibrated towards focusing and rewarding executives for performance that the Committee considers reflective of stretch achievement. Tier 2 bonus measures have threshold and maximum performance levels, with none of the bonus earned for performance below threshold, and payouts linearly interpolated for achievement between threshold and maximum. Performance for Tier 2 is measured on our Adjusted EBITDA and revenue growth, as well as on key division priorities for Messrs. Blazer and Wilson.
Target Cash Incentive Bonus (Tier 1)
Tier 1 target cash incentive bonuses are designed to be achievable through strong performance and leadership from our executives, in consideration of economic conditions and other circumstances at the time the goals were established.
Executive Goal Weightings:
Executive ASGN Creative Circle Apex Segment ECS
 
Adjusted EBITDA Growth(1)
 
Gross Profit Growth(2)
 Adjusted EBITDA Growth Revenue GrowthAdjusted EBITDA Growth
Theodore S. Hanson 100% —% —% —%—%
Edward L. Pierce 100% —% —% —%—%
Randolph C. Blazer 15% 15% 70% —%—%
George H. Wilson 15% —% —% 15%70%
Jennifer H. Painter 100% —% —% —%—%
Peter T. Dameris 100% —% —% —%—%
          
Goals and Achievement ( targets and achievement shown as year-over-year growth %)
          
2019 Target 4.15% 7.0% 6.0% 3.4%8.0%
2019 Actual 8.51% 3.9% 7.45% 16.6%20.4%
(1)Adjusted EBITDA is a non-GAAP measure defined as EBITDA (earnings before interest expense, income taxes, depreciation and amortization), plus, among other named executive officersthings, stock-based compensation expense and acquisition, integration and strategic planning expenses. See Annex A for 2019.a reconciliation of net income to Adjusted EBITDA.
(2)Reflects gross profit due to temporary staffing assignment placements only; excludes permanent placements.

For reference, the SIA’s forecasted industry revenue growth in 2019 weighted for the markets which ASGN serves was 3.6 percent. The target goals were the same as for 2018, though there were no targets for ECS in 2018 as that company was not acquired until April 2018.


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Maximum Cash Incentive Bonus (Tier 2)
Tier 2 maximum cash incentive bonuses are designed to be difficult to achieve and to reward truly exceptional performance, with incremental payouts beginning at Tier 1 target achievement, up to a pre-set maximum level.

Executive Goal Weightings:
Executive ASGN Creative Circle Apex Segment ECS
 Adjusted EBITDA Growth
Revenue Growth(1)
 Gross Profit Growth Adjusted EBITDA Growth Revenue GrowthAdjusted EBITDA Growth
Theodore S. Hanson 60%40% —% —% —%—%
Edward L. Pierce 60%40% —% —% —%—%
Randolph C. Blazer 10%10% 10% 70% —%—%
George H. Wilson 10%10% —% —% 10%70%
Jennifer H. Painter 60%40% —% —% —%—%
Peter T. Dameris 60%40% —% —% —%—%
           
Goals and Achievement ( targets and achievement shown as year-over-year growth %)
           
2019 Min 4.15%4.15% 7.0% 6.0% 3.4%8.0%
2019 Max 6.5%7.1% 8.6% 7.4% 9.3%13.3%
2019 Actual 8.51%9.3% 3.9% 7.45% 16.6%20.4%
(1)Revenue growth target goals and performance reflect values adjusted for the DHA acquisition stub period.

For reference, the SIA’s forecasted industry revenue growth in 2019 weighted for the markets that ASGN services was 3.6 percent. The target goals were the same as for 2018, though there were no targets for ECS in 2018 as that company was not acquired until April 2018.

2019 Cash Incentive Bonus Achievement
The Company achieved most of its consolidated and divisional targets at above-maximum levels in 2019, driven by strong performance in our ECS segment and the outperformance of our consulting division. As a result, the named executive officers received the following amounts for their cash incentive bonus opportunities:
ExecutiveTotal OpportunityActual 2019 AchievementPayout
Tier 1 (target)Tier 2 (stretch)Tier 1 (target)Tier 2 (stretch)
Theodore S. Hanson$741,667$741,667100%100%$1,483,334
Edward L. Pierce361,131361,131100%100%722,262
Randolph C. Blazer569,647569,64785%90%996,882
George H. Wilson336,000336,000100%100%672,000
Jennifer H. Painter245,284122,642100%100%367,926
Peter T. Dameris(1)
1,051,5421,051,542—%—%—
(1)
The entirety of Mr. Dameris' 2019 bonus was forfeited in connection with his termination of employment.

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A table of 2018 annual base salary and target and maximum cash incentive compensation amounts is as follows:

 Annual Base Salary Annual Cash Incentive Compensation
Name TargetMaximum
Peter T. Dameris$1,020,915
 $1,020,915
 $2,041,830
 
Theodore S. Hanson630,000
 472,500
 945,000
 
Edward L. Pierce584,325
 350,595
 701,190
 
Randolph C. Blazer790,079
 553,055
 1,106,111
 
George H. Wilson480,000
 450,000
 -
 


Except in the case of Mr. Wilson, over half of the 2018 potential cash compensation package for each of our named executive officers is attached to attainment of cash incentive compensation program targets assuming the achievement of applicable performance goals. The percentage of base salary plus annual cash incentive compensation compared to total compensation (which includes the executives' RSU grants in 2018) is as follows: Mr. Dameris, 43 percent (this calculation accounts for the special cash bonus and equity grant provided to Mr. Dameris in May 2018); Mr. Hanson, 53 percent; Mr. Pierce, 60 percent; Mr. Blazer, 58 percent; and Mr. Wilson, 21 percent (due to the grant of RSUs he received upon our acquisition of ECS). The Compensation Committee believes these arrangements appropriately links the executives’ remuneration to the performance of the Company and the benefits derived by the stockholders. The targets are based on full-year performance measures and are, therefore, established at a time when attainment is substantially uncertain. The cash incentive bonus opportunity for all of the named executive officers except Mr. Wilson consists of two components established by the Compensation Committee:  a “Tier 1 bonus” for target achievement of set objectives, and a “Tier 2 bonus” based on extraordinary performance surpassing those objectives, paid incrementally up to a pre-set maximum level. The Tier 1 bonus and Tier 2 bonus together make up the executive officer’s maximum annual cash incentive bonus opportunity. Structuring the annual incentive compensation in this manner upholds ASGN’s philosophy of paying for performance. The Tier 1 bonus component 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 Tier 2 bonus component is designed to be difficult to achieve under those circumstances and to reward truly exceptional performance. As discussed above, Mr. Wilson joined ASGN in April 2018 in connection with the acquisition of ECS. As such, his cash incentive compensation structure consisted of a discretionary cash bonus of $425,000 (which is discussed in more detail under "President, ECS" below.

In 2018, the Compensation Committee established the cash incentive compensation percentages based on its review of the compensation study and recommendations made by Semler Brossy, provisions in each named executive officer’s employment agreement, historical cash incentive compensation amounts, and the same general factors that the Compensation Committee considered for annual base salary. The performance goals were set by the Compensation Committee after consultation with the Chief Executive Officer (with respect to named executive officers other than himself), and are intended to be a relative measure comparing us to our industry peers' performance. Therefore, the performance targets reflect growth from the prior year based on weighted averages of projected growth for the staffing industry sectors that ASGN serves as projected by SIA in its September 2017 report, the latest projections available prior to setting the targets. The Tier 1 targets were generally set at weighted industry average growth projections for 2018 over the prior year results, which was 4.15 percent growth on a consolidated Company basis. Tier 2 targets for Company performance were based on consolidated Adjusted EBITDA targets being 32 percent above the projected weighted industry average growth rates, or 6.5 percent above prior year results, and Revenues being 40 percent above the projected weighted industry average growth rates, or 7.1 percent above prior year results. Division performance targets generally required performance substantially above the industry weighted average growth projections. In 2018, for purposes of setting named executive officer annual cash incentive bonus targets, the Compensation Committee determined that growth and success in the areas of Adjusted EBITDA and gross profit for temporary assignment work would best indicate growth and success for certain divisions. The Compensation Committee believes that the Company’s success in these areas represents the measures used by our stockholders to assess our Company’s value. As described under “Compensation Philosophy” above, Adjusted EBITDA for purposes of incentive compensation targets is earnings before interest, taxes, depreciation and amortization but excluding gains losses or expenses associated with unusual items.

The cash incentive compensation target and maximum goals, and actual amounts earned with respect to those goals for each named executive officer, are set forth below for 2018.

Chief Executive Officer

Mr. Dameris’ target and maximum cash incentive compensation opportunities were set at 100 percent and 200 percent in the aggregate of his annual base salary, respectively, as provided for in the Second Amended and Restated Executive Agreement we entered into with Mr. Dameris on November 17, 2015 (the "Dameris Employment Agreement"). Mr. Dameris earned $2,041,830 out of a maximum possible cash incentive bonus of $2,041,830. The performance targets for Mr. Dameris' 2018 cash incentive bonus and the amounts earned are noted below.
Tier 1
Mr. Dameris was eligible to earn his Tier 1 cash incentive bonus equal to 100 percent of his annual base salary upon the Company’s attainment of the following targets during 2018:

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% of Tier
1 Target
Performance Target 
Actual
Performance 
Maximum Incentive
Opportunity 
Incentive Amount
Earned
100%Company achieves Adjusted EBITDA for 2018 of projected weighted industry growth of 4.15 percent over 2017, or $394,407,718$423,808,387$1,020,915$1,020,915

Tier 2
Mr. Dameris was eligible to earn his Tier 2 cash incentive bonus of up to 100 percent of his annual base salary upon the Company’s attainment of the following targets during 2018:
% of Tier 2 TargetPerformance TargetActual Performance
Maximum Incentive
Opportunity
Incentive Amount
Earned
60%Company achieves Adjusted EBITDA for 2018 of $394,407,718 to 4.15 percent growth over 2017, or $403,306,980, which is 6.5 percent above projected weighted industry growth for 2017 (based on a sliding linear scale)$423,808,387$612,549$612,549
40%Company achieves Revenue for 2018 of projected industry weighted growth of 4.15 percent over 2017, or $3,345,605,243, to 7.1 percent above 2017, or $3,440,367,945 (based on a sliding linear scale)$3,547,922,041$408,366$408,366
 Tier 1 plus Tier 2 Total $2,041,830$2,041,830

Special One-Time Cash Bonus
In May 2018, the Compensation Committee granted Mr. Dameris a special cash bonus of $2.5 million which the committee designated to his Deferred Compensation Plan account. The bonus will be paid out over a 10-year period beginning the second year after his retirement or termination of employment, subject to an earlier termination of the plan or a qualifying change in control event.

President

Mr. Hanson's maximum cash incentive bonus opportunity is 150 percent of his annual base salary. Mr. Hanson was eligible to earn a Tier 1 cash incentive bonus up to 75 percent of his annual base salary, and up to another 75 percent of his annual base salary for a Tier 2 cash incentive bonus. The Tier 1 and Tier 2 target structure and goals were identical to that for Mr. Dameris, and he earned the maximum $472,500 possible for each Tier, for an aggregate cash incentive bonus of $945,000 for 2018.

Chief Financial Officer

Mr. Pierce’s maximum cash incentive compensation bonus opportunity is 120 percent of his annual base salary. Mr. Pierce was eligible to earn a Tier 1 cash incentive bonus up to 60 percent of his annual base salary, and up to another 60 percent of his annual base salary for a Tier 2 cash incentive bonus. The Tier 1 and Tier 2 target structure and goals were identical to that for Mr. Dameris, and he earned the maximum $350,595 possible for each Tier, for an aggregate cash incentive bonus of $701,190.

President, Apex Systems

Mr. Blazer’s maximum cash incentive compensation bonus opportunity was set at 140 percent of his annual base salary, and Mr. Blazer earned $1,089,147 out of a maximum cash incentive bonus possible of $1,106,111. The performance targets for Mr. Blazer's 2018 cash incentive bonus and the amounts earned are noted below.

Tier 1
Mr. Blazer was eligible to earn a Tier 1 cash incentive bonus up to 70 percent of his annual base salary contingent upon attainment of the following targets during 2018 by ASGN and our Apex Segment:

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% of Tier 1 TargetPerformance Target
Actual
Performance 
Maximum Incentive
Opportunity 
Incentive Amount Earned
15%Company achieves Adjusted EBITDA for 2018 of projected weighted industry growth of 4.15 percent over 2017, or $394,407,718$423,808,387$82,958$82,958
15%Creative Circle, LLC ("Creative Circle") achieves gross profit growth for temporary assignment work of 7.0 percent over 20178.1% over 2017$82,958$82,958
70%Apex Segment achieves Adjusted EBITDA growth of 6.0 percent over 201715.2% over 2017$387,139$387,139

Tier 2
Mr. Blazer was eligible to earn a Tier 2 cash incentive bonus up to 70 percent of his annual base salary contingent upon attainment of the following targets during 2018 by ASGN and our Apex Segment:
% of Tier 2 TargetPerformance Target
Actual
Performance 
Maximum Incentive
Opportunity 
Incentive Amount Earned
10%Company achieves Adjusted EBITDA for 2018 of $394,407,718 to 4.15 percent growth over 2017, or $403,306,980, which is 6.5 percent above projected weighted industry growth for 2017 (based on a sliding linear scale)$423,808,387$55,306$55,306
10%Company achieves Revenue for 2018 of projected industry weighted growth of 4.15 percent over 2017, or $3,345,605,243, to 7.1 percent above 2017, or $3,440,367,945 (based on a sliding linear scale)$3,547,922,041$55,306$55,306
10%Creative Circle achieves gross profit growth for temporary assignment work of 7.0 to 8.6 percent growth over 2017 (based on a sliding linear scale)8.1% over 2017$55,306$38,342
70%Apex Segment achieves Adjusted EBITDA growth of 6.0 to 7.4 percent over 2017 (based on a sliding linear scale)15.2% over 2017$387,139$387,139
 Tier 1 plus Tier 2 Total $1,106,111$1,089,147

President, ECS

Mr. Wilson’s 2018 cash incentive bonus was discretionary, as the Compensation Committee did not want to disrupt his previous cash incentive bonus plan mid-year in the year of acquisition. The Compensation Committee reviewed the partial year performance of Mr. Wilson, considering objective and subjective performance factors, including but not limited to year-over-year growth, EBITDA as compared to industry peers, customer satisfaction and building of core values, as well as his equity compensation for 2018, and granted Mr. Wilson a cash incentive bonus of $425,000. The Compensation Committee also revised his cash incentive bonus opportunity structure for 2019 to track that of the other named executive officers, with a maximum cash incentive bonus opportunity of 140 percent of his annual base salary, consisting of a Tier 1 target cash incentive bonus up to 70 percent of his annual base salary, and a Tier 2 cash incentive bonus of up to another 70 percent of his annual base salary.

Equity Incentive Compensation

The Compensation Committee periodicallyannually approves grants of RSUs to ASGN’s executive officers, including its named executive officers. These grants are designed to balance the comparatively short-term goalsrewards of the annual cash incentive compensation bonuses with long-term stock price performance, to align the interests of each executive officer with those of the stockholders, 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. In addition, ASGN believes that granting equity awards with long vesting periods creates a retention incentive and encourages the executive officers to focus on the Company’s long-term business objectives and long-term stock price performance.
On January 2, 2019, ASGN’s current executives (excluding the former Chief Executive Officer - see below) received two types of annual performance-based equity: (i) annual RSU awards based on positive Adjusted EBITDA for 2019 (the "positive-EBITDA RSUs"), and (ii) performance-based RSUs based on three annual Adjusted EBITDA growth targets. These awards were sized in consideration of each executive’s role and responsibility and intended to create alignment and retention incentives to drive long-term performance and further tie executives to stockholder outcomes. The 2019 positive-EBITDA RSU awards and performance-based RSUs awarded to our named executive officers are listed below.
In 2018, the Company continued to rely on long-termThe equity awardsamounts listed in the formtable below that were delivered as performance-based RSUs will not match the amounts in the Stock Award column in the Summary Compensation Table or the Grants of Plan-Based Awards table. Because the grant date of performance-based RSUs to ensure a strong connection between the executive compensation program and the long-term interests of the Company’s stockholders. RSUs enable the Company to confer value in excess of simple future appreciation, providing a valuable incentive in a sometimes volatile market. Accordingly, the Company believes that RSUs are an effective compensation element for attracting executives and promoting their long-term commitment to the Company. The Compensation Committee prefers RSUs to stock options because, unlike stock options, RSUs are not at risk of having an exercise price which is greater than

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the market price of the underlying shares during the vesting period and thereby failing in their fundamental purpose of providing an incentive to the executives to remain employed with the Company and focus efforts on achievingoccurs when the performance targets necessary for vesting.are set, and targets under our performance-based RSUs awards are established annually, awards listed in the Summary Compensation Table and Grants of Plan-Based Awards table include portions of current and prior year equity awards, as described in more detail below.
    
The annual 2018 RSU grants for the
Executive
Positive-EBITDA RSU Awards
(# of RSUs)
Performance-Based RSU Awards 
(# of RSUs at 100% achievement)
Aggregate Target Award Value
Theodore S. Hanson14,73040,825$3,000,000
Edward L. Pierce10,4956,997950,000
Randolph C. Blazer16,01810,6791,450,000
George H. Wilson11,0477,3651,000,000
Jennifer H. Painter4,8603,241440,000
Positive-EBITDA RSUs
In January 2019, consistent with previous years, each of our current named executive officers had vesting terms that were conditioned upon achievement of performance criteria. The Compensation Committee believes that conditioning the vesting of RSU awards on the attainment of performance objectives is appropriate because 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 stockholders. Upon achievement of the performance targets, many of these grants continue to be subject to additional time-vesting requirements which provides additional retention incentives.
The size of the RSU grants is set atreceived a level that the Compensation Committee deems appropriate in order to create a meaningful opportunity for stock ownership based upon the executive’s seniority and ability to impact our stock price. In determining the size of the grants, the Compensation Committee also considers the executive officer’s annual salary and annual cash incentive compensation opportunity. The Compensation Committee also takes 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 ASGN over the vesting schedule, the executive’s individual performance in recent periods, and the executive’s current holdings of ASGN stock and options received through previous equity grants, as well as the equity plan’s individual award limits, quality of service to the Company, experience of the officer, the then-current fair market value of the Company’s common stock, and the overall equity awarded to each executive officer. The Compensation Committee feels that taking all of these factors into consideration enhances our ability to provide meaningful, appropriate and balanced incentives.
Long-term equity incentive compensation, structured in a way that aligns compensation of the executive officers with interests of our stockholders, comprised a significant portion of our named executive officers’ total 2018 compensation. The Compensation Committee granted Mr. Dameris, our Chief Executive Officer, annualtheir equity grant in positive-EBITDA RSUs. These awards in 2018 in accordance with the terms of the Dameris Employment Agreement. Pursuant to the agreement, Mr. Dameris’ 2018 annual equity awards have both one-year and multi-year vesting schedules and are further conditioned on performance-vesting requirements linked to the attainment of specified goals related to Adjusted EBITDA and Adjusted EBITDA per share. The Compensation Committee believes that a multi-year vesting schedule, which governs the majority of Mr. Dameris' RSU grants, encourages Mr. Dameris’ continuation in service with the Company through those vesting dates. In addition, the Compensation Committee believes that Mr. Dameris’ RSU grants provide him with incentive to focus on increasing the long-term value of the Company as measured by the Company’s Adjusted EBITDA. The use of Adjusted EBITDA targets encourages Mr. Dameris and his executive team to focus on producing financial results that align with the interests of our stockholders, which is why it is used with both cash incentive bonuses and RSU performance targets.
The Compensation Committee similarly strove to align the remuneration potential for the other named executive officers with stockholder interests through the use of annual RSU equity awards during 2018. Equity awards for Messrs. Hanson, Pierce, Blazer and Wilson included multi-year vesting components based on the achievement of Adjusted EBITDA performance targets set by the Company.

In addition to the annual performance grants to the named executive officers, the Compensation Committee awarded special RSU grants to Messrs. Dameris and Wilson. Our Compensation Committee provided a time-vesting retention RSU grant to Mr. Dameris in May 2018, along with a contribution to his deferred compensation plan account, related to the successful completion of the Company’s largest acquisition in its history, which also opened up the $129 billion government contract industry for the Company to offer its services. The long-term retention RSU grant to Mr. Wilson vests 50 percent on the fourth anniversary of grant and 50 percent on the fifth anniversary of grant, was granted in conjunction with the acquisition of ECS, and is intended by the Compensation Committee to encourage Mr. Wilson to remain with the Company for the long term.
The 2018 annual long-term equity incentive compensation granted to each named executive officer is set forth below.
Chief Executive Officer

On January 2, 2018, Mr. Dameris was granted the following annual equity incentive compensation opportunities pursuant to the Dameris Employment Agreement:

Tranche A Award- Mr. Dameris was granted 12,626 RSUs having a grant date fair market value of $800,000. This award vested on January 2, 2019 and was subject to continued service to the Company and the Company attaining positive EBITDA in 2018 which was achieved. Mr. Dameris received 12,626 shares on February 14, 2019 when the Compensation Committee certified achievement of the performance goal.

Tranche B Award - Mr. Dameris was granted 54,450 performance-based RSUs with a grant date fair market value of $3,450,000, and the performance targets were set on March 21, 2018, with two-thirds of the grant being for target performance, and the remaining one-third for performance in excess of the target, which in this case requires over seven percent growth over the prior year's performance which was almost double the industry weighted growth rate for the Company for 2018 as projected by SIA in its September 2017 report, the latest projections available prior to setting the targets. The RSUs are eligible to vest based on the Company’s attainment of Adjusted EBITDA at various levels over the one-year period ending on December 31, 2018. The earned portion of the award vests and becomes (or became) payable in three equal components January 2 of 2019, 2020 and 2021, subject to continued service to the Company. The Compensation Committee set the applicable targets and their weighting as follows:  

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% of RSU Award

Performance Target
Maximum Number of Shares to be Earned
10%Company achieves a minimum of $315,526,174 of Adjusted EBITDA5,445
40%Company achieves Adjusted EBITDA of $315,526,174 to $354,966,946 (sliding linear scale)21,780
16.7%Company achieves Adjusted EBITDA of $354,966,946 to $394,407,718 (sliding linear scale)9,093
33.3%Company achieves Adjusted EBITDA of $394,407,718 to $403,306,980 (sliding linear scale)18,132
  54,450

The Company achieved $423,808,387 in Adjusted EBITDA in 2018, and therefore Mr. Dameris earned the maximum number of the 54,450 shares related to this RSU grant when the Compensation Committee certified achievement of the performance goals. 18,150 of the shares vested and paid out upon certification of performance on February 14, 2019, with the remaining shares to vest and be paid out equally on January 2, 2019 and January 2, 2020, subject to continued service to the Company.

Tranche C Award - Mr. Dameris was granted an RSU award with a fair market value of up to $500,000, with the share number determined on the date of settlement. Pursuant to the grant terms, Mr. Dameris was eligible to receive a linear pro rata portion of the grant based on percentage attainment of the target after a minimum threshold was met. On March 21, 2018, the Compensation Committee set the performance targets for the Tranche C award, and the minimum threshold target was determined to be achievement by the Company of Adjusted EBITDA per share of $6.79 during the 12-month performance period ending December 31, 2018. Mr. Dameris vested in 80 percent of the Tranche C award upon achievement of the minimum threshold target. The remaining 20 percent of the target was achievable upon the Company attaining Adjusted EBITDA per share of the Company’s common stock of $6.79 to $8.29 during the same performance period. The Company achieved $8.08 in Adjusted EBITDA per share in 2018, and therefore Mr. Dameris vested in 97.4 percent of the Tranche C award, receiving 7,519 shares on February 14, 2019 when the Compensation Committee certified partial achievement of the performance goal.

On May 2, 2018, the Compensation Committee granted Mr. Dameris a special one-time award of 30,803 RSUs, which had a fair market value of $2.5 million on the grant date. The RSU award vests one-third each on the first, second and third anniversaries of the grant date, subject to Mr. Dameris' continued service to the Company through the vesting dates.

Other Named Executive Officers

Messrs. Hanson, Pierce and Blazer received grants of 22,095, 13,415, and 21,306 RSUs, respectively, on January 2, 2018. Sixty percent of these grants vest (or vested) in three equal, annual installments on January 2 of 2019, 2020, 2021 and 2021,2022, subject to achievement of positive Adjusted EBITDA for the Company in 2018 (the "Positive EBITDA Component")2019 and continued service to the Company. Mr. Wilson received a grant of 9,888As the Company achieved positive Adjusted EBITDA in 2019, the awards were fully-earned for all executives.
For 2020: in 2020, equity awards consisted of a mix of performance-based RSUs based entirely on relative TSR over three years to drive long-term performance, and time-based RSUs to provide stability and retention and to further align management with stockholders.



Performance-Based RSUs with the same performance targets on April 2, 2018, and 60 percent of his grant will vest one-half on April 2, 2020, one-fourth on April 2, 2021, and the remaining one-fourth on April 2, 2022. Consistent with its overall compensation philosophy, the Compensation Committee believes that the added time-vesting requirement of the RSU grants creates a retention incentive for the executive officers and rewards them for exercising business judgment that maximizes the trading price of the Company’s common stock over a multi-year period.
The remaining 40 percentremainder of each RSU award is alsoexecutive's 2019 grants was delivered as performance-based RSUs, vesting in three equal, annual installments subject(tranches), with each tranche tied to the attainment of performance targets established by the Compensation Committee at the beginning of each successive year (2019 for 2018,tranche 1, 2020 for tranche 2, and 2021 for tranche 3) and subject to continued service to the Company. Performance targets in 2019 were based on Adjusted EBITDA. Although Adjusted EBITDA is also present in the Company’s 2019 annual cash incentive plan, the Committee determined its use in both short- and long-term incentive plans reflected the Company’s key operational priorities and the desired emphasis the Committee wished to place on profitability. 2020 performance-based RSU grants are based on relative TSR, creating differentiation between short- and long-term performance measures.

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Goals established by the Committee in 2019 applied to tranches of each of the three most recent performance-based RSU grants:

    asgngoalsawards.jpg
Goals for Chief Executive Officer Performance-Based RSU Awards
As COO, Mr. Hanson was awarded 2019 performance-based RSUs with a target value of $1.7 million on January 2, 2019. On June 3, 2019, Mr. Hanson received additional performance-based RSUs with a target value of $500,000 following his promotion to Chief Executive Officer. The additional award was intended to bring his total equity compensation for 2019 in-line with the responsibilities of his expanded role and was awarded on the same terms and with the same performance targets as his January 2nd grant.
2019 goals for Mr. Hanson’s performance-based RSU awards were set as follows:
Executive
Maximum Number of Shares to be Earned1
Payout Opportunity as a Percent of the Maximum Opportunity
(based on 2019 Adjusted EBITDA Growth)
Adjusted EBITDA Δ:
3.32%
Adjusted EBITDA Δ:
3.74%
Adjusted EBITDA Δ:
4.15%
Adjusted EBITDA Δ:
6.5%
Theodore S. Hanson

17,58010%50%67%100%
(1)
Reflects performance-based RSUs with vesting tied to 2019 performance (i.e., the third tranche of the 2017 award, the second tranche of the 2018 award, and the first tranche of the 2019 award).

As the Company achieved consolidated Adjusted EBITDA growth of 8.51 percent in 2019, Mr. Hanson fully earned the performance-based RSUs subject to 2019 performance.


Awards for Other Named Executive Officers

All other named executive officers received 2019 awards of performance-based RSUs, reflecting 40 percent of their 2019 target equity award opportunity. These awards have substantially the same terms as Mr. Hanson’s, vesting in three equal, annual installments (tranches), with each tranche tied to the attainment of performance targets established by the Committee at the beginning of each successive year (the "Three-Year Performance Component")first tranche based on 2019 performance, the second tranche based on 2020 performance, and the third tranche based on 2021 performance), and subject to continued service to the Company. On March 21, 2018, the Compensation Committee established the following targets

Goals for performance-vesting grants for Messrs. Pierce and Blazer for 2018 (which targets were the same for Mr. Wilson when he received his grant on April 2, 2018): 50 percent based on the Company achieving $394,407,718 of Adjusted EBITDA in 2018, and up to an additional 50 percent vested on a linear basis incrementally for Company achievement of Adjusted EBITDA greater than $394,407,718 up to a maximum of $403,306,980 in 2018. The targets for the Three-Year Performance Component for Mr. Hanson were as follows:Named Executive Officer Performance-Based RSU Awards
Executive
Maximum Number of Shares to be Earned(1)
Payout Opportunity as a Percent of the Maximum Opportunity
(based on 2019 Adjusted EBITDA Growth)
Adjusted EBITDA Δ:
4.15%
Adjusted EBITDA Δ:
6.5%
Edward L. Pierce6,42350%100%
Randolph C. Blazer9,98750%100%
George H. Wilson3,77350%100%
Jennifer H. Painter2,81050%100%
(1)
Reflects performance-based RSUs with vesting tied to 2019 performance (i.e., the third tranche of the 2017 award, the second tranche of the 2018 award, and the first tranche of the 2019 award).


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% of RSU Award

Performance Target
Maximum Number of Shares to be Earned
10%Company achieves a minimum of $315,526,174 of Adjusted EBITDA948
40%Company achieves Adjusted EBITDA of $315,526,174 to $354,966,946 (sliding linear scale)3,794
16.7%Company achieves Adjusted EBITDA of $354,966,946 to $394,407,718 (sliding linear scale)1,584
33.3%Company achieves Adjusted EBITDA of $394,407,718 to $403,306,980 (sliding linear scale)3,158
  9,484
As the Company achieved consolidated Adjusted EBITDA growth of 8.51 percent in 2019, each named executive officer fully earned the shares subject to 2019 performance.





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According to the terms of thesethe 2019 RSU grants, if the Three-Year Performance Component performance goal was not attained in full, any portion of these 20182019 performance-target grants whichthat was not earned would roll forward for only one year to become part of the 20192020 performance-target grants scheduled to vest in January 20202021 contingent upon attainment of the applicable target for 2019.2020. The roll forward provision also applies to the 20192020 and 20202021 portions of these grants. The targets appliedThis provision was eliminated as part of the equity program redesign for 2020 grants.

One-time Pay Action for Mr. Blazer

As part of the Company’s ongoing succession planning process, the Committee identified a need to retain and motivate Mr. Blazer and set concrete succession-planning goals that will provide the Company’s Apex segment with viable leadership upon Mr. Blazer’s future retirement. As a result, the Committee determined to provide Mr. Blazer with a one-time RSU award on January 2, 2019, with a grant value of $2 million, subject to vesting requirements with three annual goals that must each be obtained related to the first thirdestablishment of an organizational structure for the Apex segment, appointment and promotion of leaders that could succeed Mr. Blazer in the future, and a focus on growth of the Three-Year Performance ComponentCompany's Consulting Services practice group. If the requirements above are met, 50 percent of the January 2, 2018 grants also apply toRSUs will vest on the second third anniversary of the related Three-Year Performance Component of the executives' January 3, 2017 grant date, and the final third of the related Three-Year Performance Component of the executives' January 4, 2016 grant. The Company achieved $423,808,387 in Adjusted EBITDA in 2018 so these named executive officers earned their 2018 performance-target grants in full, and no portion was rolled forward to the following year.

In addition to the above, Mr. Wilson was awarded a one-time special long-term retention grant upon acquisition of ECS on April 2, 2018 of 25,448 RSUs which had a fair market value of $2.1 million on the date of grant. This retention grant is identical in terms to the retention grant received in October 2015 by all the other named executive officers except for Mr. Dameris. Vesting of this RSU award is conditioned upon achievement of a positive Adjusted EBITDA performance target over the three-year period ending on December 31, 2020. If this performance target is achieved, the awardsremaining 50 percent will vest 50 percent each on the fourth and fifth anniversariesanniversary of the grant date, subject to Mr. Wilson'shis continued service to the Company through thosethe vesting dates. Note that given the sensitive nature of goals related to internal succession planning, we cannot fully disclose the goals for Mr. Blazer’s one-time RSU award in this year’s proxy statement.

One-time Pay Action for Ms. Painter

In connection with her services supporting the CEO transition, Ms. Painter received a one-time RSU retention award with a value of $480,000 in June 2019, vesting entirely on December 31, 2022 subject to her continued service with the Company. The Compensation Committee determined to provide Ms. Painter with this one-time award to recognize her additional work in support of the CEO transition, and as a retentive tool to secure her services for the following 3.5 years.

Considerations for Previous Chief Executive Officer 2019 Compensation

Our former Chief Executive Officer’s equity structure differed from other executives. In 2019, he received the following awards: (i) an RSU award with a fair market value of $800,000 based on achievement of positive Adjusted EBITDA for 2019 (the "Tranche A award"); (ii) an RSU award, the value of which was set at $3,450,000, based on achievement of 2019 Adjusted EBITDA growth goals discussed below (the "Tranche B award"); and (iii) a performance award which provided him the opportunity to vest in common stock of the Company with a fair market value of $500,000 (the "Tranche C award"), based on 2019 Adjusted EBITDA per share.

Mr. Dameris was eligible to receive his Tranche B award based on percentage attainment of the target as follows: 10 percent of the award would be earned for Adjusted EBITDA growth for the Company in 2019 of 3.32 percent, 50 percent of the award would be earned for Adjusted EBITDA growth of 3.74 percent, 66.7 percent of the award would be earned for Adjusted EBITDA growth of 4.15 percent, and 100 percent of the award would be earned for Adjusted EBITDA growth of 6.5 percent (with linear interpolation between these points). As the Company achieved Adjusted EBITDA growth of 8.51 percent in 2019, performance for this award was achieved at 100 percent.

Mr. Dameris was eligible to receive his Tranche C grant based on percentage attainment of the performance target of $8.29 Adjusted EBITDA per share in 2019, with a payout of 80 to 100 percent of the RSU grant based on achievement of a minimum threshold of 90 percent up to 110 percent of the target Adjusted EBITDA. As the Company achieved Adjusted EBITDA per share of $8.63 in 2019, performance for this award was achieved at 94.13 percent.

The Company terminated Mr. Dameris’ employment without cause on June 20, 2019. In accordance with the terms of his employment agreement, Mr. Dameris received or is receiving: (1) continuation payments totaling 150% of his base salary over a period of 18 months, (2) a cash lump sum in an amount equal to the aggregate premiums that the Company would have paid over 18 months for basic life insurance, accidental death and dismemberment insurance and long- and short-term disability insurance, each as in effect on the date of his termination, (3) during the 18-month period from his termination, payment of his COBRA premiums, and (4) acceleration of certain outstanding RSU awards as governed by the terms and conditions of their applicable award agreements.

In connection with his termination and per the terms of his employment agreement, Mr. Dameris forfeited the entirety of his 2019 Tranche A award, and was only eligible to receive 46.9 percent of his Tranche B and Tranche C awards (subject to achievement of performance), reflecting a pro-rated amount for service in 2019 per the terms of his employment agreement.

The Company did not provide Mr. Dameris with any benefits beyond those that were contractually obligated. Additional detail is provided under “Payments upon Termination or Change in Control”.

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Process for Determining Compensation

The role of our Compensation Committee is to oversee our executive plans and policies, administer our equity plans, and approve all compensation for our named executive officers.

Our Compensation Committee generally seeks input from our Chief Executive Officer and our Chief Legal Officer when discussing executive performance and compensation levels for named executive officers (other than their own compensation). Our Chief Legal Officer has the responsibility of advising the Compensation Committee and coordinating with any third-party compensation advisers. The Compensation Committee also works with our Chief Financial Officer to evaluate the financial, accounting and tax implications of compensation actions. None of our named executive officers participates in deliberations regarding his or her own compensation. Our Compensation Committee deliberates and determines compensation decisions related to our Chief Executive Officer in executive session, outside of the presence of the Chief Executive Officer.

The Compensation Committee 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 our named executive officers. Through these agreements, ASGN seeks to further motivate such individuals, retain their services, and secure confidentiality and non-solicitation obligations, applicable both during and after their employment. These compensatory agreements include executive employment agreements and severance arrangements.

The Compensation Committee also compares our performance against that of our peer group as part of its oversight responsibilities and uses industry performance data to set performance targets. In 2019, our Compensation Committee engaged Semler Brossy to advise on compensation for the newly promoted Chief Executive Officer as well as on changes to our compensation programs for 2020. In its analysis, Semler Brossy utilized a peer group of 18 professional services companies to establish the compensation for the Chief Executive Officer. The peer group was developed to include ASGN’s key business and talent competitors, with a focus on:

Related industry companies in the staffing and consulting and government services areas; and
Companies generally within a range of 0.25x to 2.0x ASGN’s revenue and market cap on a pro-forma basis (with some exceptions for strong business fits).

Based on these criteria, the peer group used for 2019 compensation is presented in the table below, and is largely consistent with ASGN’s peer group used for 2018 compensation. For 2019, FTI Consulting was added to the peer group and Huron Consulting Group was removed from the peer group based on the Committee’s review of each company’s business fit and size:
 
Financials (in millions)(1)
NameRevenuesMarket Capitalization
Amedisys, Inc. $1,663
  $3,734
 
Booz Allen Hamilton Holding Corporation 6,555
  6,415
 
CACI International Inc. 4,642
  3,579
 
EPAM Systems, Inc. 1,843
  6,266
 
FTI Consulting, Inc. 2,028
  2,471
 
ICF International, Inc. 1,338
  1,221
 
Insperity, Inc. 3,829
  3,903
 
Kelly Services, Inc. 5,514
  801
 
Kforce Inc. 1,304
  765
 
Korn Ferry 1,911
  2,241
 
ManTech International Corporation 1,959
  2,078
 
MEDNAX, Inc. 3,455
  2,917
 
Perspecta Inc. 3,651
  2,824
 
Premier, Inc. 983
  2,380
 
Robert Half International Inc. 5,800
  6,828
 
Science Applications International Corporation 4,659
  2,710
 
Unisys Corporation 2,825
  593
 
Willis Towers Watson PLC 8,513
  19,732
 
75th Percentile 4,655
  3,861
 
50th Percentile 3,140
  2,767
 
25th Percentile 1,860
  2,119
 
ASGN Incorporated $3,400
  $2,860
 

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(1)
Revenues reflect last 12 months as of December 31, 2018, and the market capitalization values are as of December 31, 2018 (end of fiscal year prior to 2019 pay decisions).



Other Benefits

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 ASGN’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 ASGN’s growth, profitability and other goals.

401(k) Plan

ASGN and its subsidiaries offer tax-qualified 401(k) plans to our U.S. employees. Some of our executives and other employees are not eligible to fully participate up to the maximum contribution levels permitted by the Code in their applicable 401(k) plan or receive Company matches as a result of their status as “highly compensated” employees under the Code.

Deferred Compensation Plan

In June 2017, the Compensation Committee approved the Company'sThe Company maintains a Deferred Compensation Plan effective June 1, 2017 (the "DCP"), to provide an added benefit to executives who wanted to defer more of their compensation than they were able to under their 401(k) plan. Under the DCP, executives can defer up to 100 percent of their bonus and 75 percent of their base salary to a later date or series of dates at their election. The deferred amounts are not taxable to the participant until paid out pursuant to the participant's deferral election. Participants can choose from a number of investment fund options that are similar to the investment fund options available under the Company's 401(k) plans,plan, and can change their investment fund election from time to time. The Company does not match any contributed funds as it may for the 401(k) plans.funds. The plan is administered by a third party administrator, and the funds are invested by a rabbi trustee. The benefits to the plan are that funds contributed to the plan are tax-deferred without government contribution limits, however, upon a change in control of the Company, participants lose the deferral benefit and funds will be distributed to them in a lump sum upon a change in control event.sum. Further, the funds are not protected in the event of a corporate insolvency or bankruptcy and are considered unsecured claims against the Company. Participants are not allowed to withdraw their funds from the plan early, however in the case of an unforeseeable emergency, a participant may request a hardship exemption.

Severance and Change in Control Benefits

In 2018,2019, each of our named executive officers was party to an employment or other agreement that provides for severance upon a qualifying termination of employment. Additionally, pursuant to the Second Amended and Restated Change in Control Agreement with Mr. Dameris that was effective on December 31, 2015 (the "Dameris CIC Agreement"), the Executive Change of Control Agreement entered into with Mr. Pierce on September 1, 2012 (the "Pierce CIC Agreement") as well as the Company's Change in Control Severance Plan, as amended and restated on December 10, 201511, 2019 (the "CIC Severance Plan") in which Messrs. Hanson, Blazer and Wilson participate,all of the named executives except for Mr. Dameris participated, ASGN provides for cash severance and other benefits in the event the executive is terminated under certain defined circumstances following a change in control of our Company. We feel that these severance triggers and levels (described in more detail below) are appropriate to ensure our executive officers’ financial security, commensurate with their positions, in order to permit them to stay focused on their duties and responsibilities and promote the best interests of ASGN in all circumstances.
 
PursuantPrior to thehis termination, Mr. Dameris CIC Agreement and the Pierce CIC Agreement, in the event it is determined that any payment arising under the agreements would be subject to an excise tax for any excess parachute payment under Code Section 280G,had a "best pay cap" reduction for any excess parachute payments under Code Section 280G is provided for unless the executive would receive a greater benefit without the reduction and after paying the related excise tax. The Compensation Committee believes that theseparate change in control arrangements serve to

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minimize any distraction to the executive officers resulting fromagreement. Mr. Pierce had a potential change in the control of the Company and decrease the risk that these individuals would leave ASGN when a transaction was imminent which would reduce the value of ASGN to a prospective buyer, or to the stockholders in the event the transaction failed to close. Further, the Compensation Committee has structured theseparate change in control severance payments for Mr. Damerisagreement in place as "double-trigger" (becoming payable only uponwell prior to becoming a qualifying termination following the change in control) and believes that this form of payment appropriately serves these goals yet avoids bestowing a windfall on the executive officersparticipant in the event that they are not involuntarily terminated following such an event.

The Pierce CIC Agreement provides for full acceleration of all unvested equity awards then held by Mr. Pierce as of immediately prior to a change in control regardless of whether he is involuntarily terminated upon or following the transaction.Severance Plan effective December 17, 2019. The executive severance and change in control arrangements are further described under the heading "Employment Agreements" and "Payments upon Termination or Change in Control" below.

Perquisites

In 2018,2019, ASGN made reasonable perquisites available to its executive officers, which includedMessrs. Hanson, Pierce, Blazer, Wilson and Dameris, including 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/or payment or reimbursement of actual expenses incurred for tax preparation and financial planning services (again, not to exceed specific limits). Each of these perquisites were all available to Messrs. Dameris, Hanson, Pierce and Blazer, though in some cases they were not used. 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 ASGN and authorizes these benefits in order to limit the impact and distraction of attending to these personal responsibilities. Additionally, the Compensation Committee believes the executives perceive these perquisites to be valuable and therefore helpful in attracting and retaining qualified leaders.  


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Other Considerations

Clawback Policy

Under our clawback policy, approved by the Company's Board of Directors in December 2019, the Compensation Committee can, in its discretion, taking into account all appropriate circumstances, require and direct the Company to seek reimbursement or forfeiture of any annual incentive payment, bonus, or long term incentive payment or award to a named executive that was approved, awarded, paid, or granted to such named executive officer, where: (1) the payment was predicated upon achieving certain financial results that were subsequently the subject of a restatement of any Company financial statement filed with the SEC; (2) the Committee determines the named executive officer caused or substantially caused the need for the restatement by (i) engaging in intentional or reckless misconduct, or (ii) knowingly failing to act to prevent misconduct; and (3) a lower payment would have been made to the named executive based upon the restated financial results.  The reimbursement or forfeiture will be limited to the amount by which the named executive officer’s payment for the relevant period exceeds the lower payment that would have been made based upon the restated financial results, and will only apply to payments made in the year in which the restatement is filed or in the two completed fiscal years prior to the year in which the restatement is filed.

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. In 2018,2019, the Compensation Committee considered the requirements of Code Sections 409A and 162(m) where applicable when structuring the executive compensation packages. Generally, Section 162(m) of the Code disallows a tax deduction to any publicly held corporation for any individual remuneration in excess of $1.0 million paid in any taxable year to its covered employees. Remuneration that qualified as “performance-based compensation” within the meaning of the Code was exempt from this $1.0 million deduction limitation prior to the Tax Cuts and Jobs Act ("the "Act"). As part of the Act, the ability to rely on this exemption was, with certain limited exceptions, eliminated. In addition, the determination of covered employees was generally expanded. In light of the repeal of the performance-based compensation exception to Section 162(m) of the Code, we will not be able to take a deduction for any compensation in excess of $1.0 million that is paid to a covered employee with limited grandfathered exceptions. Section 409A of the Code requires that “nonqualified deferred compensation” be deferred and/or paid under plans or arrangements that satisfy the requirements of the statute with respect to the timing of deferral elections, timing of payments, and certain other matters. Failure to satisfy these requirements can expose employees and other service providers to accelerated income tax liabilities, penalty taxes, and interest on their vested compensation under such plans. Changes in applicable tax laws and regulations, the increase in our stock price, and other factors beyond the Compensation Committee’s control can also affect the deductibility of compensation. While the Compensation Committee endeavors to minimize deductibility limitations for the Company, the Compensation Committee authorizes payments that may become subject to these limitations in order to properly incentivize the Company's executive officers.

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 tax 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. Our Board and its Compensation Committee have noted the unfavorable consequences to the Company and its executives of triggering such excess payments, and have taken measures to minimize these negative consequences and none of our named executive officers have tax gross-up provisions in any of their compensation agreements or arrangements. In 2015, Mr. Dameris and the Compensation Committee agreed to remove the tax gross-up provision included in his change in control agreement; and the Dameris CIC Agreement now includes a best pay cap reduction provision for excess parachute payments under Code Section 280G unless the executive would otherwise receive a greater after-tax benefit without the reduction and after paying the related taxes (including the excise tax). Mr. Pierce has the same best pay cap reduction provision in his Pierce CIC Agreement.

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 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

31


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 continue to 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 stockholders’ best interests.




35


Compensation Consultant

In 2019, the Compensation Committee retained Semler Brossy as its independent compensation consultant in order to advise the Committee on the Chief Executive Officer’s compensation package upon his promotion, our director compensation program, and executive compensation for 2020. The Compensation Committee has assessed the independence of Semler Brossy pursuant to SEC and NYSE rules and concluded that no conflict of interest exists that would prevent Semler Brossy from independently representing the Compensation Committee.

Say-on-Pay 

We provide our stockholders with the opportunity to cast an annual advisory vote on the compensation of our named executive officers (a “say-on-pay proposal”). At our 20182019 Annual Meeting of Stockholders held on June 14, 2018, 9113, 2019, approximately 36 percent of the votes affirmatively voted on the say-on-pay proposal at that meeting voted in favor of the proposal. The Compensation Committee believesrealized that this affirmsreflected a concern among our stockholders’ supportstockholders, and, as discussed elsewhere in this proxy statement, undertook an outreach program to reach holders of the compensation program, objectives and policies for our named executive officers.over half of ASGN's outstanding shares. The Company submits compensation for named executive officers for advisory vote on an annual basis pursuant to the advisory recommendation of stockholders made in 2017, and the Compensation Committee will continue to consider the outcome of the Company’s say-on-pay proposals when making future compensation decisions for our named executive officers.

COMPENSATION COMMITTEE REPORT
Compensation Committee Report


Notwithstanding anything to the contrary set forth in any of the Company's previous filings under the Securities Act or the Exchange Act that might incorporate future filings, in whole or in part, including the Company's Annual Report on Form 10-K for the year ended December 31, 20182019 and its Registration Statements on Forms S-3 and S-8, the following Report shall not be incorporated by reference into any such filings.

The Compensation Committee of the Board of ASGN has reviewed and discussed with management the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K promulgated under the Exchange Act and, based on such review and discussions, the Compensation Committee recommended to the Board of Directors that the Executive Compensation Discussion and Analysis be included in this Proxy Statement and the Company’s Annual Report on Form 10-K for the year ended December 31, 2018.2019.
 
Compensation Committee of the Board of Directors
Jonathan S. Holman (Chairman)
Senator William E. Brock
Jeremy M. Jones
Arshad Matin


32

36


SUMMARY COMPENSATION TABLE
 
The following table sets forth the compensation earned by our named executive officers for services rendered in all capacities to ASGN for the years ended December 31, 2019, 2018 2017 and 2016.2017.
Name and Principal PositionYearSalaryBonus
Stock
 Awards(2)
Non-Equity Incentive Plan Comp(3)
All Other
Compensation(4)
Total YearSalaryBonus
Stock
 Awards(1)
Non-Equity Incentive Plan(3)
All Other
Compensation(4)
Total 
Peter T. Dameris2018$1,020,915
$2,500,000
$8,444,263
$2,041,830
$10,380
$14,017,388
Chief Executive Officer2017972,300
—
4,867,700
1,870,146
10,380
7,720,526
2016926,000
—
4,493,516
1,852,000
10,380
7,281,896
Theodore S. Hanson2018630,000
—
1,591,129
945,000
24,486
3,190,615
2019$800,000—
$2,105,682$1,483,333$25,262$4,414,277
President2017600,000
35,000
1,122,715
866,741
23,059
2,647,515
2016480,000
—
602,499
672,000
24,273
1,778,772
President and Chief Executive Officer2018630,000
—
1,591,129
945,000
24,486
3,190,615
2017600,000
$35,0001,122,715
866,741
23,059
2,647,515
Edward L. Pierce2018584,325
—
1,046,344
701,190
288
2,332,147
2019601,885
—
986,130
722,262
284
2,310,561
Executive Vice President and Chief Financial Officer2017556,500
25,000
755,177
643,122
288
1,980,087
2018584,325
—
1,046,344
701,190
288
2,332,147
2016530,000
—
588,910
636,000
288
1,755,198
2017556,500
25,000
755,177
643,122
288
1,980,087
Randolph C. Blazer2018790,079
—
1,652,829
1,089,147
21,692
3,553,747
2019813,781
—
3,516,961
996,882
26,410
5,354,034
President, Apex Systems2017752,456
160,000
1,230,742
893,931
23,707
3,060,836
2018790,079
—
1,652,829
1,089,147
21,692
3,553,747
2016716,625
—
893,549
986,748
20,931
2,617,853
2017752,456
160,000
1,230,742
893,931
23,707
3,060,836
George H. Wilson(1)
2018340,000
425,000
2,698,404
—
176
3,463,580
George H. Wilson2019480,000
—
844,415
672,000
13,361
2,009,776
President, ECS  
2018340,000
425,000
2,698,404
—
176
3,463,580
Jennifer H. Painter2019408,807
—
925,966
367,926
284
1,702,983
Senior Vice President, Chief Legal Officer and Secretary

2018396,900
—
430,440
357,210
288
1,184,838
2017378,000
10,000
276,611
331,819
288
996,718
Peter T. Dameris2019521,020
—
5,136,214(2)

—
540,790
6,198,024
Former Chief Executive Officer20181,020,915
2,500,000
8,444,263
2,041,830
10,380
14,017,388
2017972,300
—
4,867,700
1,870,146
10,380
7,720,526
(1)Mr. Wilson joined ASGN via acquisition of ECS on April 2, 2018, and therefore his compensation reflects the amounts received from April 2, 2018 through the end of the year.
(2)Amounts shown in the table above"Stock Awards" column reflect the aggregate grant date fair value of the awards for accounting purposes, 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 910 to the consolidated financial statements for the year ended December 31, 20182019 included in our Annual Report. With respect to the performance-based RSUs, the fair value included in the amounts above is based on the probable outcome of the applicable performance goals. The 2018 stock award amounts areFor 2019, the fair value was equal to the maximum level payout amounts withpotential value of the exception of performance-based RSUs.
(2)Mr. Dameris whose maximum payout amount would be $8,457,263.received these RSU grants on January 2, 2019, however, his Tranche A award was forfeited in its entirety upon his termination, and his Tranche B and Tranche C awards were reduced pro rata for the portion of the year that he was not employed by the Company. Due to his termination, the value of the stock awards that he was eligible to receive upon achievement of performance for 2019 was $2,148,593, rather than $5,136,214.
(3)The amounts set forth in the "Non-Equity Incentive Plan" column in 2019 represent payouts described in "Annual Cash Incentive Bonus" beginning on p. 27. All non-equity incentive plan compensation amounts were earned based on performance in the year reported and were paid out in February of the subsequent year.
(4)The amounts set forth in the "All other compensation"Other Compensation" column in 20182019 for Mr. Dameris includes $288Hanson include $7,894 for life insurance premiums paid by ASGN; $5,400401(k) plan matching contributions; $6,000 for his auto allowance; $6,292 in personal liability insurance premiums; reimbursement of $2,500 for tax preparation fees and $1,500$160 for a physical exam; and $692$2,128 for long-term disability insurance; and $288 for short-term disability insurance. The 2019 amounts for Mr. Pierce and accidental death and dismemberment insurance.Ms. Painter include life insurance premiums paid by ASGN. Mr. Hanson's 2018Blazer's 2019 amount includes $6,294 inof 401(k) plan matching contributions; $6,000 infor his auto allowance; $5,154$6,292 in personal liability insurance premiums; reimbursement of $2,500 for tax preparation fees and $1,500 for a physical exam; $2,894 in$288 for short-term disability insurance; and $3,536 for expenses related to President's Club trip costs; and $144costs. Mr. Wilson's 2019 amount includes $234 for short-term disability insurance. The 2018 amountsinsurance; $168 for Messrs. Piercelong-term disability insurance; reimbursement of $1,500 for a physical exam; and Wilson include$11,200 for 401(k) matching contributions. Mr. Dameris' 2019 amount includes $2,700 for his auto allowance; $576 for life insurance premiums paid by ASGN and ECS, respectively. Mr. Blazer's 2018 amount includes $7,894ASGN; $525,771 for cash severance payments; $14,442 for reimbursement of 401(k) plan matching contributions; $6,000 of auto allowance; $5,154 in personal liability insurance premiums; and $144 for short-term disability insurance; andCOBRA; reimbursement of $2,500 for tax preparation fees.fees and $1,500 for a physical exam; and $1,383 for long-term and short-term disability and accidental death and dismemberment insurance.


3337


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 in the year ended December 31, 2018.2019. The grant date for purposes of the stock grants in the table below is the date used for accounting purposes, which is the date the performance targets for such grants are determined, even though the actual grant may have occurred on an earlier date.
 
Estimated Future Payouts Under
Non-Equity Incentive Plan Awards
($) (1)
Estimated Future Payouts Under Equity Incentive Plan Awards
(#) (2)
Grant Date Fair Value of Stock and Option Awards ($) (4)
 
Estimated Possible Payouts Under
Non-Equity Incentive Plan Awards
($)(2)
Estimated Future Payouts Under Equity Incentive Plan Awards
(#)(3)
All Other Stock Awards: Number of Shares or Units (#)
Grant Date Fair Value of Stock Awards ($)(5)
NameGrant DateThresholdTargetMaximumThresholdTargetMaximumGrant DateThresholdTargetMaximumThresholdTargetMaximum
Peter T. Dameris1/2/2018    12,626
 799,983
Theodore S. Hanson1/2/2019    14,730
   
3/21/2018  5,445
36,301
54,450
4,657,109
2/14/2019 800,000
1,700,000
    
3/21/2018  
(3) 
(3) 
(3) 
487,200
5/2/2018   
2,499,971(5)

3/21/2018 1,020,915
2,041,830
   
Theodore S. Hanson1/2/2018  12,310
 779,962
3/21/2018  4,742
 9,484
811,167
2/14/2019   1,758
11,720
17,580
 1,139,008
3/21/2018 472,500
945,000
  6/3/2019  317
2,117
3,175
 166,688
Edward L. Pierce1/2/2018  8,049
 509,985
1/2/2019  10,495
 569,983
3/21/2018  3,136
 6,271
536,359
2/14/2019 361,131
722,262
  
3/21/2018 350,595
701,190
   2/14/2019  

3,212
3,212
6,423
 416,146
Randolph C. Blazer1/2/2018  12,783
 809,931
1/2/2019  16,018
 869,993
3/21/2018  4,928
 9,855
842,898
1/2/2019  36,825
 1,999,966
3/21/2018 553,055
1,106,111
  2/14/2019 569,647
1,139,293
   
2/14/2019  
4,994
4,994
9,987
 647,058
George H. Wilson4/2/2018  5,933
 489,591
1/2/2019  11,047
 599,963
4/2/2018  660
 1,319
108,844
2/14/2019 336,000
672,000
  
4/2/2018    25,448
 2,099,969
2/14/2019  1,228
1,228
2,455
 159,059
4/2/2018 450,000
    2/14/2019  
659
659
1,318
 85,393
Jennifer H. Painter1/2/2019  4,860
 263,947
2/14/2019 245,284
367,926
   
2/14/2019   1,405
1,405
2,810
 182,060
6/17/2019   8,522
479,959
Peter T. Dameris(1)
1/2/2019  14,730
 799,986
2/14/2019 1,051,542
2,103,084
  
2/14/2019   6,352
42,349
63,524
 4,115,720
2/14/2019   (4) 470,674

38


(1)Due to Mr. Dameris' termination in June 2019, his annual cash incentive bonus and Tranche A grant (14,730 RSUs granted on January 2, 2019) were forfeited in their entirety. The remaining two RSU awards were reduced pro rata for the duration of his employment in 2019, which means that he was only eligible to receive 29,759 shares if maximum performance was achieved for his Tranche B award (originally 63,524 RSUs with an accounting grant date of February 14, 2019 in the table above), and he was only eligible to achieve a maximum of $234,247 fair market value of the Tranche C award discussed in footnote 4 below.
(2)Executive annual cash incentive compensation is determined by the Compensation Committee. See “Compensation Discussion and Analysis—Annual Cash Incentive Bonus Compensation” for a general description of the criteria used in determining annual incentive compensation paid to our named executive officers. Amounts shown in these columns represent each named executive officer’s cash incentive bonus opportunity for 2018.2019. The “target” amount represents the cash incentive bonus the named executive officer could receive if the applicable performance goals were achieved, and is also the threshold for payment, with the exception of Mr. Wilson who had a target bonus which was discretionary and did not have a threshold or maximum.payment. The “maximum” amount represents the named executive officer’s maximum cash incentive bonus opportunity for truly exceptional performance.
(2)(3)
Represents the portion of performance-based RSU awards that have 20182019 performance targets, with the exception of the last equity incentive grant listed for Mr. Wilson which has a three-year performance target beginning in 2018.targets. For the awards with January 2, 20182019 grant dates, performance targets had been pre-determined by the Compensation Committee. The awards listed as having March 21, 2018February 14, 2019 grant dates had in fact previously been granted to the named executive officers by the Compensation Committee, however the awards were awaiting the determination of performance targets which the Compensation Committee set on March 21, 2018.February 14, 2019. The equity incentive awards to Mr. Dameris with March 21, 2018February 14, 2019 grant dates were granted pursuant to his employment agreement, and were issued on January 2, 2018.2019. The March 21, 2018February 14, 2019 equity incentive awards for the named executive officers except Messrs. Dameris and Wilson included the first third of an award issued on January 2, 2018,2019, the second third of an award issued on January 3, 2017,2, 2018, and the third third of an award issued on January 4, 2016.3, 2017. For Mr. Wilson's secondWilson, the first February 14, 2019 equity incentive award includes the first third of an award issued to him on that date.January 2, 2019, and the second grant with the same grant date includes the second third of an award issued on April 2, 2018. The “Threshold” amount represents the minimum number of RSUs that could vest if the applicable performance goals are achieved at threshold levels. The “Maximum” amount represents the maximum number of RSUs that are available to vest. The RSU grants that have a specific performance target are set forth in the "Target" column. See "Compensation Discussion and AnalysisPhilosophy - Annual Equity Incentive Compensation"Incentives" beginning on p. 27 for a general description of the criteria used in determining the equity compensation granted to our named executive officers.
(3)(4)The Dameris Employment Agreement providesMr. Dameris' employment agreement provided that Mr. Dameris ishe was entitled to receive a performance award equaling a number of shares of the Company's common stock having a fair market value of up to $500,000, determined on the date of settlement.settlement (the Tranche C award). Therefore, the share numbers are not known at the time of grant, and the "threshold," "target" and "maximum" amounts at the time of grant are dollar-denominated. These amounts were $400,000, $450,000 and $500,000, respectively, and as noted above, they were reduced pro rata to $187,398, $210,822 and $234,247, respectively.
(4)(5)Amounts shown in this column in the table above reflect the aggregate grant date fair value of the awards, computed in accordance with ASC Topic 718, based on the probable outcome of the applicable performance goals. Assumptions used in the calculation of these amounts with respect to stock–based grants are included in Note 910 to the consolidated financial statements for the year ended December 31, 20182019 included in our Annual Report. These grant date fair value calculations may differ from the fair value on the legal grant date which is what determines the number of RSUs that are granted, due to the increase or decrease in the Company's stock price between the date of grant and the date the performance targets for the grants were set.
(5)On May 2, 2018, the Compensation Committee awarded Mr. Dameris a special time-vesting grant of 30,803 RSUs at a fair market value of the closing price on the grant date of $81.16 per share. The RSUs vest one-third each on May 2 of 2019, 2020 and 2021, subject to continued service to the Company.

3439


NARRATIVE TO SUMMARY COMPENSATION TABLE AND GRANTS OF PLAN-BASED AWARDS TABLE
 

We have entered into employment agreements with certain of our named executive officers as described in this section. Under the terms of their employment agreements or separate protective covenant agreements which all of our employees sign, the named executives must comply with certain confidentiality, non-solicitation and release requirements during and after their employment. See “Payments Upon Termination or Change in Control” for a discussion of payments and benefits to which the executive officers are entitled pursuant to their employment agreements and change in control agreementsthe Company's CIC Severance Plan upon their termination of employment and/or change in control.
Peter T. Dameris

On November 17, 2015, Mr. Dameris entered into a second amended and restated senior executive agreement with the Company effective December 31, 2015, the Dameris Employment Agreement, which provides for a four-year term through December 31, 2019, with automatic renewals thereafter for one-year periods. The Dameris Employment Agreement designates that Mr. Dameris shall receive a base salary of no less than $926,000 beginning January 1, 2016. As of January 1, 2018, his base salary was increased to $1,020,915. The agreement further provides that beginning in 2016, Mr. Dameris will receive an annual cash incentive bonus targeted at 100 percent of his annual salary, with a maximum annual bonus opportunity equal to 200 percent of his annual salary in the aggregate. In addition, under the Dameris Employment Agreement, Mr. Dameris and his family, as applicable, are entitled to participate in our incentive, retirement and welfare plans to the extent applicable to other peer executives of the Company, and Mr. Dameris is entitled to receive a stipend of $450 per month for the lease of an automobile and other related expenses.
Under the Dameris Employment Agreement, Mr. Dameris is eligible to receive the following long-term incentive awards: (i) annual RSU awards each having a value of $800,000 for 2016 through 2019 based on achievement of positive Adjusted EBITDA for the year of award (the "Tranche A awards"); (ii) annual RSU awards for 2016 through 2019, the value of each of which are to be set between $2,300,000 and $3,450,000, based on the achievement of applicable performance goals over the calendar year during which the award is granted (the "Tranche B awards"); (iii) annual performance awards for 2016 through 2019, the value of each providing the opportunity to vest in common stock of the Company with a value of $500,000 (the "Tranche C awards"). Pursuant to the Dameris Employment Agreement, he also received a one-time RSU award with a grant date fair value of $800,000 on January 1, 2016 based on achievement by the Company of positive Adjusted EBITDA in 2016 (the "Additional award"). The Tranche A awards vest and become payable, subject to continued service to the Company and attainment of the performance target, on January 2 of the year following the year of grant. The Tranche B awards vest and become payable (to the extent earned and subject to continued service to the Company) in substantially equal installments, on January 2 of each of the three years following the year of grant. The Tranche C awards vest, subject to the attainment of applicable performance goals and continued service to the Company, on January 2 of the year following the year of grant. The third of four pro rata installments of the Additional award vested and was paid on January 2, 2019, and the remaining installment will vest on January 2, 2020, subject to Mr. Dameris' continued service to the Company.
The Dameris Employment Agreement also provides for payments and benefits upon a qualifying termination of employment, as described in further detail under “Payments upon Termination or Change in Control” below. Further, the Dameris Employment Agreement provides for the clawback, repayment or recapture of incentive compensation by the Company as required by law and as required by any applicable clawback policy adopted by the Company to comply with law or regulation if our financial statements are restated.

On May 2, 2018, the Compensation Committee granted Mr. Dameris a special one-time award of 30,803 RSUs, which had a fair market value of $2.5 million on the grant date. The RSU award vests one-third each on the first, second and third anniversaries of the grant date, subject to Mr. Dameris' continued service to the Company through the vesting dates. He was also awarded a special cash bonus of $2.5 million which the committee designated to his Deferred Compensation Plan account. The bonus will be paid out over a 10-year period beginning the second year after his retirement or termination of employment, subject to an earlier termination of the plan or a qualifying change in control event.

Other Named Executive Officers

Under the terms of employment agreements for Messrs. Hanson, Pierce, Blazer and Wilson, they are entitled to a minimum annual base salary, subject to annual increases thereafter. Their currentThe base salary, annual cash incentive bonus targets and target bonus amounts are set forth in a table above under "Cash Incentive Compensation," and their annual RSU grantsequity incentive compensation targets of each named executive officer are discussed above under "Equity Incentive Compensation." These executives"Named Executive Officers' Total Target Compensation for 2019. Each of the named executive officers and their legal dependents are also entitled to participate in our incentive, savings, retirement and welfare plans. In addition, the employment agreements for eachthe executives set forth below include the following provisions:

Theodore S. Hanson

Mr. Hanson entered into an employment agreement with Apex SystemsASGN on January 15, 2008 which was amended on various occasions, most recently on May 15, 2012.June 3, 2019 related to his promotion to the role of President and Chief Executive Officer. Pursuant to his employment agreement, Mr. Hanson servedreceived an annual base salary of $850,000 effective as Chief Financial Officer of Apex Systems, however he subsequently took on additional responsibilitiesMay 1, 2019, and he is currently the Presidentwas eligible to receive a target annual bonus equal to 100 percent of ASGN. Mr. Hanson’s employmenthis base salary, with a maximum annual bonus opportunity of an additional 100 percent of his base salary. The agreement further provides that heMr. Hanson is eligible for a monthly automobile allowance in the amount of $500, an annual physical examination allowance up to $1,500, and tax preparation and financial planning services up to $2,500 annually.


In connection with entering into his employment agreement on June 3, 2019, Mr. Hanson received performance-based RSUs with a target vaue of $500,000.
35


Edward L. Pierce

Mr. Pierce entered into an employment agreement with the Company on September 1, 2012 when he assumed the position of Chief Financial Officer. Mr. Pierce’s employment agreement provides for a potential to earn up to 100 percent of his base salary based on achievement of targets and over-achievement of targets, though in 2017,2019, his maximum cash incentive bonus potential was 120 percent of his base salary. Pursuant to his employment agreement, Mr. Pierce is eligible to receive reimbursement for actual, properly substantiated expenses incurred in connection with: a monthly automobile allowance in the amount of $450, an annual physical examination allowance up to $1,500, and tax preparation and financial planning services up to $2,500 annually.

In connection with entering into an employment agreement with Mr. Pierce, the Company granted him: (i) an award of 75,000 stock options on September 1, 2012; (ii) an RSU award with a fair market value of $146,666 on September 1, 2012; and (iii) an RSU award with a fair market value of $440,000 on January 2, 2013; all of which have fully vested.

Randolph C. Blazer

Mr. Blazer entered into an employment agreement with Apex Systems on January 8, 2007 which was amended on several occasions, most recently on May 15, 2012. Pursuant to his employment agreement, Mr. Blazer serves as President of Apex Systems. Mr. Blazer’s employment agreement provides that he is eligible for a monthly automobile allowance in the amount of $500, and reimbursement of expenses for an annual physical examination allowance up to $1,500 and tax preparation and financial planning services up to $2,500 annually.

On January 2, 2019, Mr. Blazer received a special one-time grant of 36,825 RSUs that vest 50 percent each on the third and fourth anniversary of the grant date, subject to his continued service to the Company through the grant date, and further subject to achievement of concrete succession-planning and structural targets over three years that will provide the Company’s Apex segment with a viable leader or leaders upon Mr. Blazer’s future retirement, and allow Mr. Blazer to focus on increasing the Company's consulting business.

George H. Wilson

Mr. Wilson entered into an employment and non-competition agreement with the Company on January 31, 2018, which became effective as of the acquisition of ECS in April 2018. This agreement provides for a one-year term with automatic renewals for one-year periods thereafter. Pursuant to his employment and non-competition agreement, Mr. Wilson serves as President of ECS, and is entitled to a base salary of $480,000 and had an initial annual target bonus of $450,000. His agreement further provides that he shall be a participant in the Company's CIC Severance Plan, and provides for payments and benefits upon a termination of employment due to certain circumstances including death, disability, and termination by the executive for good reason. The severance payments and benefits are described in further detail under “Payments upon Termination or Change in Control” below. The employment and non-competition agreement also includes restrictive covenants related to Mr. Wilson's employment and his status as one of the sellers of ECS to the Company. In June 2019, the Compensation Committee

40


further authorized Mr. Wilson was awardedto be eligible to receive a one-time special long-termmonthly automobile allowance in the amount of $500, and reimbursement of expenses for an annual physical examination up to $1,500 and tax preparation and financial planning services up to $2,500 annually.

Jennifer H. Painter

Ms. Painter does not have an employment agreement but entered into a letter agreement with the Company on December 13, 2017 which provides for severance payments and benefits in the case of a termination by the Company for its convenience. This agreement is further discussed in "Payments Upon Termination or Change in Control" below.

In June 2019, Ms. Painter received a retention grant upon acquisition of ECS on April 2, 2018 of 25,4488,522 RSUs which had a fair market value of $2.1 million on the date of grant. Vesting of this RSU award is conditioned upon achievement of a positive Adjusted EBITDA performance target over the three-year period endingthat vest in full on December 31, 2020. If this performance target is achieved, the awards will vest 50 percent each on the fourth and fifth anniversaries of the grant date,2022, subject to Mr. Wilson'sher continued service to the Company through those dates.such date.

Peter T. Dameris


On November 17, 2015, Mr. Dameris entered into a second amended and restated senior executive agreement with the Company effective December 31, 2015, which provided for a four-year term through December 31, 2019, with automatic renewals thereafter for one-year periods. The agreement designated that Mr. Dameris receive a base salary of no less than $926,000 beginning January 1, 2016. As of January 1, 2019, his base salary was increased to $1,051,542. The agreement further provided that beginning in 2016, Mr. Dameris receive an annual cash incentive bonus targeted at 100 percent of his annual salary, with a maximum annual bonus opportunity equal to 200 percent of his annual salary in the aggregate. In addition, under the agreement, Mr. Dameris and his family, as applicable, were entitled to participate in our incentive, retirement and welfare plans to the extent applicable to other peer executives of the Company, and Mr. Dameris was entitled to receive a stipend of $450 per month for the lease of an automobile and other related expenses.
Pursuant to the employment agreement, Mr. Dameris was eligible to receive the following long-term incentive awards: (i) annual RSU awards each having a value of $800,000 for 2016 through 2019 based on achievement of positive Adjusted EBITDA for the year of award (the "Tranche A awards"); (ii) annual RSU awards for 2016 through 2019, the value of each of which were to be set between $2,300,000 and $3,450,000, based on the achievement of applicable performance goals over the calendar year during which the award is granted (the "Tranche B awards"); and (iii) annual performance awards for 2016 through 2019, the value of each providing the opportunity to vest in common stock of the Company with a value of $500,000 (the "Tranche C awards"). Pursuant to his employment agreement, he also received a one-time RSU award with a grant date fair value of $800,000 on January 1, 2016 based on achievement by the Company of positive Adjusted EBITDA in 2016 (the "Additional award"). The Tranche A awards vested and became payable, subject to continued service to the Company and attainment of the performance target, on January 2 of the year following the year of grant, however his 2019 Tranche A grant was forfeited due to his termination of employment. The Tranche B awards vested and became payable (to the extent earned and subject to continued service to the Company) in substantially equal installments, on January 2 of each of the three years following the year of grant. The Tranche C awards vested, subject to the attainment of applicable performance goals and continued service to the Company, on January 2 of the year following the year of grant. Pursuant to the terms of his employment agreement, his 2019 Tranche B and C awards were reduced pro rata for the portion of the year in which he was no longer employed by the Company, and the fourth of four pro rata installments of the Additional award was accelerated and paid in June 2019.
The employment agreement also provided for payments and benefits upon a qualifying termination of employment, as described in further detail under “Payments upon Termination or Change in Control” below. Further, it provided for the clawback, repayment or recapture of incentive compensation by the Company as required by law and as required by any applicable clawback policy adopted by the Company to comply with law or regulation if our financial statements were restated.







3641


2018 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END
 
The following table sets forth outstanding equity award information with respect to each named executive officer as of December 31, 2018.2019.
 Option AwardsStock Awards
NameNumber of Securities Underlying Unexercised Options ExercisableNumber of Securities Underlying Unexercised Options UnexercisableOption Exercise Price ($)Option Expiration DateNumber of Shares or Units of Stock That Have Not Vested 
Market Value of Shares or Units of Stock That Have Not Vested
($)(15)
 Equity Incentive Plan Awards: Number of Unearned Shares That Have Not Vested 
Equity Incentive Plan Awards: Market Value of Unearned Shares That Have Not Vested ($)(15)
Theodore S. Hanson

    11,263
(2) 
799,335    
     5,826
(3) 
413,471    
     8,206
(4) 
582,380    
     14,730
(5) 
1,045,388    
     3,884
(6) 
275,647    
     3,262
(7) 
231,504    
     10,434
(8) 
740,501    
     3,175
(9) 
225,330    
         3,261
(16) 
231,433
         20,868
(17) 
1,481,002
         6,348
(18) 
450,518
Edward L. Pierce

50,000 
16.51(1)
9/1/2022       
     11,263
(2) 
799,335 
  
     3,451
(3) 
244,917    
     5,366
(4) 
380,825    
     10,495
(5) 
744,830    
     2,301
(6) 
163,302    
     1,789
(7) 
126,965    
     2,333
(8) 
165,573    
         1,788
(16) 
126,894
         4,664
(17) 
331,004
Randolph C. Blazer

    24,780
(2) 
1,758,637    
     5,378
(3) 
381,677    
     8,522
(4) 
604,806    
     16,018
(5) 
1,136,797    
     3,586
(6) 
254,498    
     2,841
(7) 
201,626    
     3,560
(8) 
252,653    
         2,841
(16) 
201,626
         7,120
(17) 
505,306
       
 36,825
(19) 
2,613,470
George H. Wilson

    5,933
(10) 
421,065    
     11,047
(5) 
784,006    
     1,318
(11) 
93,538    
     2,455
(8) 
174,231    
         25,448
(20) 
1,806,045
         1,318
(21) 
93,538
         4,910
(17) 
348,463
Jennifer H. Painter

    4,223
(2) 
299,706    
     1,456
(3) 
103,332    
     2,272
(4) 
161,244    
     4,860
(5) 
344,914    
     971
(6) 
68,912    
     758
(7) 
53,795    
     1,081
(8) 
76,719    
     8,522
(12) 
604,806    
         757
(16) 
53,724
         2,160
(17) 
153,295
Peter T. Dameris

    29,759
(13) 
2,111,996    
     3,407
(14) 
241,795    

 Option AwardsStock Awards
NameNumber of Securities Underlying Unexercised Options ExercisableNumber of Securities Underlying Unexercised Options UnexercisableOption Exercise Price ($)Option Expiration DateNumber of Shares or Units of Stock That Have Not Vested 
Market Value of Shares or Units of Stock That Have Not Vested
($)(18)
 Equity Incentive Plan Awards: Number of Unearned Shares That Have Not Vested 
Equity Incentive Plan Awards: Market Value of Unearned Shares That Have Not Vested ($)(18)
Peter T. Dameris    9,350
(2) 
509,575    
     26,881
(3) 
1,465,015    
     51,546
(4) 
2,809,257    
     12,626
(5) 
688,117    
     54,450
(6) 
2,967,525    
     7,519
(7) 
409,786    
     30,803
(8) 
1,678,764    
Theodore S. Hanson    22,527
(9) 
1,227,722    
     3,506
(10) 
191,077 
  
     11,653
(11) 
635,089    
     12,310
(12) 
670,895    
     2,337
(13) 
127,367    
     3,885
(14) 
211,733    
     3,262
(15) 
177,779    
         6,524
(19) 
355,558
         3,884
(20) 
211,678
Edward L. Pierce50,000 
16.51(1)
9/1/2022       
     22,527
(9) 
1,227,722    
     3,272
(10) 
178,324    
     6,902
(11) 
376,159    
     8,049
(12) 
438,671    
     2,181
(13) 
118,865    
     2,301
(14) 
125,405    
     1,789
(15) 
97,501    
         3,577
(19) 
194,947
       
 2,301
(20) 
125,405
Randolph C. Blazer    49,560
(9) 
2,701,020    
     5,142
(10) 
280,239    
     10,756
(11) 
586,202    
     12,783
(12) 
696,674    
     3,428
(13) 
186,826    
     3,586
(14) 
195,437    
     2,841
(15) 
154,835    
         5,682
(19) 
309,669
         3,586
(20) 
195,437
George H. Wilson        25,448
(21) 
1,386,916
     5,933
(16) 
323,349    
     1,319
(17) 
71,886    
         2,636
(22) 
143,662
 (1)Represents the closing price of a share of the Company’s common stock on the NYSE on the option grant date.
 (2)This Additional RSU award for Mr. Dameris was earned at 100 percent based on achievement of its performance objective in 2016. One-half of these RSUs vested on January 2, 2019 and the remaining RSUs will vest on January 2, 2020, subject to continued service to the Company.
 (3)This 2016 Tranche B RSU award for Mr. Dameris was earned at 100 percent, based on achievement of certain 2016 performance objectives. This remaining tranche vested on January 2, 2019.
 (4)This 2017 Tranche B RSU award for Mr. Dameris was earned at 100 percent, based on achievement of certain 2017 performance objectives. One-half of these RSUs vested on January 2, 2019, and the remaining RSUs will vest on January 2, 2020, subject to continued service to the Company.

3742


 (5)
(1)Represents the closing price of a share of the Company’s common stock on the NYSE on the option grant date.
(2)This 2018 Tranche A RSU award for Mr. Dameris was earned at 100 percent, based on achievement of the 2018 performance objective. On February 14, 2019, the performance target was certified by the Compensation Committee and the RSUs vested.
(6)This 2018 Tranche B RSU award for Mr. Dameris was earned at 100 percent, based on achievement of certain 2018 performance objectives. On February 14, 2019, performance was certified by the Compensation Committee and the first third of the RSUs vested. The remaining RSUs will vest one-half each on January 2 of 2020 and 2021, subject to continued service to the Company.
(7)This 2018 Tranche C award for Mr. Dameris was earned at 97.44 percent, based on achievement of the 2018 performance objective. On February 14, 2019, the performance target was certified by the Compensation Committee and the RSUs vested.
(8)This special time-vesting RSU award for Mr. Dameris vests one-third each on May 2, 2019, 2020 and 2021, subject to continued service to the Company.
(9)This 2016 RSU award will vest one-half on each of October 29, 2019 and 2020, as the Compensation Committee has certified achievement of a performance target that began over the three-year period beginning on January 1, 2016,2016. One-half of these RSUs vested on October 29, 2019, and the remaining RSUs will vest on October 29, 2020, subject to continued service to the Company.
 (10)This 2016 RSU award was earned at 100 percent based on achievement of a 2016 performance objective, and the remaining third of this grant vested on January 4, 2019.
(11)(3)This 2017 RSU award was earned at 100 percent based on achievement of a 2017 performance objective. One-halfobjective, and the remaining third of these RSUsthis grant vested on January 3, 2019, and the remaining tranche will vest on January 3, 2020, subject to continued service to the Company.2020.
 (12)(4)This 2018 RSU award was earned at 100 percent based on achievement of a 2018 performance objective. One-half of these RSUs vested on January 2, 2020, and the remaining half will vest on January 2, 2021, subject to continued service to the Company.
(5)This 2019 RSU award was earned at 100 percent based on achievement of a 2019 performance objective. On February 14, 2019,13, 2020, the performance target was certified by the Compensation Committee, and the first third of these RSUs vested. Half of the remaining RSUs will vest on each of January 2, 20202021 and 2021,2022, subject to continued service to the Company.
 (13)(6)The remaining third of this 20162017 RSU award was earned at 100 percent based on achievement of certain 20182019 performance objectives. On February 14, 2019,13, 2020, the performance targets were certified by the Compensation Committee, and the RSUs vested.
 (14)(7)The second third of this 20172018 RSU award was earned at 100 percent based on achievement of certain 20182019 performance objectives. On February 14, 2019,13, 2020, the performance targets were certified by the Compensation Committee, and the RSUs vested.
 (15)(8)The first third of this 20182019 RSU award was earned at 100 percent based on achievement of certain 20182019 performance objectives. On February 14, 2019,13, 2020, the performance targets were certified by the Compensation Committee, and the RSUs vested.
 (16)(9)The first third of this 2019 RSU award was earned at 100 percent based on achievement of certain 2019 performance objectives. On February 13, 2020, the performance targets were certified by the Compensation Committee, and the RSUs will vest on June 3, 2020, subject to continued service to the Company.
(10)This 2018 RSU award was earned at 100 percent based on achievement of a 2018 performance objective that was certified by the Compensation Committee on February 14, 2019.objective. The first half of these RSUs will vestvested on April 2, 2020, and one-fourth2020. Half of the remaining RSUs will vest on each of April 2, 2021 and 2022, subject to continued service to the Company.
 (17)(11)The firstsecond third of this 2018 RSU award was earned at 100 percent based on achievement of certain 20182019 performance objectives. On February 14, 2019,13, 2020, the performance targets were certified by the Compensation Committee, and one-third of the RSUs will vest on April 2, 2019. Half of the remaining RSUs will vest on each of April 2, 2020, and 2021, subject to attainment of performance goals for 2019 and 2020, respectively, and continued service to the Company.
 (18)(12)This 2019 award will vest on December 31, 2022, subject to continued service to the Company.
(13)Performance was fully achieved for this 2019 Tranche B award for Mr. Dameris, based on achievement of certain 2019 performance objectives. On February 13, 2020, performance was certified by the Compensation Committee and the RSUs vested. The Tranche B award was pro rated based on the duration of his employment in 2019.
(14)This 2019 Tranche C award for Mr. Dameris was earned at 94.14 percent, based on achievement of the 2019 performance objective. On February 13, 2020, the performance target was certified by the Compensation Committee and the RSUs vested. The Tranche C award was pro rated based on the duration of his employment in 2019.
(15)The market value of the RSUs that have not yet vested as of December 31, 20182019 was determined by multiplying the outstanding number of RSUs by $54.50,$70.97, the closing price of our stock on that day.
 (19)(16)Up to the remaining two-thirdsthird of this 2018 RSU award will vest one-half each on January 2, 2020 and 2021 subject to attainment of performance goals set by the Compensation Committee for 2020 and continued service to the Company.
(17)Up to the remaining two-thirds of this 2019 RSU award will vest one-half each on January 2, 2021 and 2022, subject to attainment of performance goals set by the Compensation Committee for 2020 and 2021, respectively, and continued service to the Company.
(18)Up to the remaining two-thirds of this 2019 RSU award will vest one-half each on June 3, 2021 and 2022, subject to attainment of performance goals set by the Compensation Committee for 2020 and 2021, respectively, and continued service to the Company.
(19)Up to the full amount of this 2019 RSU award will vest 50 percent on each of January 2, 2022 and 2023, subject to achievement of performance targets set for the three-year period beginning on January 1, 2019, and 2020, respectively, andfurther subject to continued service to the Company.
 (20)Up to the remaining third of this 2017 RSU award will vest on January 3, 2020 subject to attainment of performance goals set by the Compensation Committee for 2019 and continued service to the Company.
(21)The maximumfull amount of this RSU award is expected towill vest one-half50 percent on each of April 2, 2022 and 2023, subject to achievement of a performance target over the three-year period beginning on January 1, 2018, and further subject to continued service to the Company.
 (22)(21)Up to the remaining two-thirdsthird of this 2018 RSU award will vest one-half each on April 2, 2020 and 2021 subject to attainment of performance goals set by the Compensation Committee for 2019 and 2020 respectively, and continued service to the Company.

3843


2018 OPTION EXERCISES AND STOCK VESTED
 
The table below sets forth information concerning the exercise of option awards and vesting of restricted stock unitsRSUs during 20182019 by our named executive officers.
Option AwardsStock AwardsOption AwardsStock Awards
Name
Number of
Shares Acquired on Exercise
Value Realized
on Exercise
Number of
Shares Acquired
on Vesting(1)
Value Realized on Vesting
Number of
Shares Acquired on Exercise
Value Realized
on Exercise
Number of
Shares Acquired
on Vesting
Value Realized on Vesting
Peter T. Dameris——78$6,114
Theodore S. Hanson————34,185$2,118,027
Edward L. Pierce25,000$1,856,374——26,9411,678,423
Randolph C. Blazer——49,4163,098,110
George H. Wilson——1,31984,535
Jennifer H. Painter—10,492653,260
Peter T. Dameris—193,17511,511,601
(1)
Vesting of RSUs for the named executive officers that would have otherwise vested on January 2-4, 2018 (with the exception of the RSUs listed above for a portion of Mr. Dameris' Tranche C grant) was accelerated into December 2017 for favorable tax treatment. The number of accelerated shares that would otherwise have vested in 2018 was: 114,838 for Mr. Dameris; 18,373 for Mr. Hanson; 15,716 for Mr. Pierce; and 24,261 for Mr. Blazer.



NON-QUALIFIED DEFERRED COMPENSATION

Our Board of Directors adopted the Company's Deferred Compensation Plan effective June 1, 2017, which plan has been amended from time to time. The Company does not match or contribute to the plan, and no funds were withdrawn or distributed to the named executive officers in 2018.2019. The table below sets forth a summary of all non-qualified deferred compensation contributions made by each of the named executive officers, aggregate losses for the year ending December 31, 2018,2019, and aggregate balances under the plan at the end of 2017 and 2018.December 31, 2019.
Name
Executive Contributions in Last FY ($)(1)
Aggregate Earnings in Last FY ($)
Aggregate Balance at December 31, 2018 ($)(1)
Executive Contributions in Last FY(2)
Aggregate Earnings in Last FY(3)
Aggregate Balance at December 31, 2019
Peter T. Dameris$3,582,045$(324,272)$4,810,862
Theodore S. Hanson$433,370$(44,745)$388,625$472,500$103,124$964,249
Edward L. Pierce$108,882$(20,087)$623,035451,110123,5581,197,703
Randolph C. Blazer——
George H. Wilson——
Randolph C. Blazer(1)
———
George H. Wilson(1)
———
Jennifer H. Painter199,03254,493397,102
Peter T. Dameris2,336,6291,012,1238,159,614
(1) Messrs. Dameris and Pierce elected to contribute 100 percent of their 2017 cash incentive bonus, and Mr. Hanson contributed 50 percent of his 2017 cash incentive bonus into the plan. The contribution amounts above include the portions of these cash incentive bonuses that were paid out in 2018. Mr. Dameris deferred 75 percent of his 2018 salary as well.
(1) Does not participate in any nonqualified deferred compensation plan.
(2)Messrs. Mr. Dameris, Mr. Hanson and Ms. Painter elected to contribute 100 percent, 50 percent and 50 percent, respectively, of their 2018 cash incentive bonus into the plan. The contribution amounts above include the portions of these cash incentive bonuses that were paid out in 2019. Mr. Dameris, Mr. Pierce and Ms. Painter deferred 75 percent, 75 percent and 5 percent, respectively, of their 2019 salary as well.
(3)These earnings are not included in the Summary Compensation Table as there were no Company contributions, and substantially tracked the Company's 401(k) plan fund elections.




44


PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL
 
Described below are the arrangements the Company has entered into with each of our named executive officers, and the estimated payments and benefits that would be provided under such arrangements, assuming that the named executive officer’s employment was terminated under certain circumstances as of December 31, 20182019 and, where applicable, a change in control of the Company occurred on that date, using the closing price of our common stock on December 31, 20182019 ($54.5070.97 per share). In each case, the executive officer’s right to receive severance benefits is subject to his or her execution of a valid and binding release agreement and contingent upon his or her continued adherence to certain confidentiality and non-solicitation agreements. In addition to the below, any outstanding funds in the executives' DCP accounts would be distributed in a lump sum upon a change in control event (as defined in the DCP).

Named Executive Officers - Termination Under Employment Agreements and CIC Severance Plan
Hanson Employment Agreement. Under Mr. Hanson's employment agreement, upon a termination of employment by the Company "without cause" or by non-renewal of his employment, or by Mr. Hanson for "good reason" (each as defined in the agreement), in addition to his accrued obligations, Mr. Hanson would be entitled to: (1) continuation payments totaling 150 percent of his annual base salary, over a period of 18 months following such termination; and (2) during the 18-month period, subject to Mr. Hanson’s proper election to continue healthcare coverage under COBRA, payment of his COBRA premiums. If his employment terminates because of his death or disability, Mr. Hanson (or his estate) will be entitled to receive payment equal to 100 percent of his base salary payable over 12 months and the Company would pay his COBRA healthcare benefits for 18 months following the termination of employment.

Pierce Employment Agreement. Under Mr. Pierce’s employment agreement, upon a termination of employment by the Company “without cause” (as defined in his employment agreement) including non-renewal of his employment agreement, in addition to his accrued obligations, Mr. Pierce will be entitled to: (1) continuation of 100 percent of his annual base salary for a period of 12 months following such termination; (2) any earned but unpaid annual bonus; and (3) reimbursement of up to $80,000 in moving expenses within a prescribed time frame. If Mr. Pierce’s employment terminates because of his death or disability, Mr. Pierce (or his estate) will be entitled to receive payment equal to 100 percent of his base salary payable over 12 months in equal installments.

Blazer Employment Agreement. If the Company terminates the employment of Mr. Blazer without “cause” (as defined in his employment agreement) or if his employment terminates due to death or disability during his employment period, Mr. Blazer is entitled to receive, in addition to accrued obligations and subject to reduction in certain circumstances: (1) salary continuation for a period of 12 months, at the rate in effect as of the date his employment is terminated; and (2) subject to his proper election to continue healthcare coverage under COBRA, for a period of 12 months from the date of termination, payment of the difference between his COBRA premiums and the cost of such coverage immediately prior to such termination.

Wilson Employment Agreement. If the Company terminates the employment of Mr. Wilson without "cause," or Mr. Wilson terminates his employment with "good reason" (each of those terms as defined in his employment agreement), he is entitled to receive, in addition to accrued obligations: (1) salary continuation for 12 months, at the rate in effect as of the date of termination; and (2) subject to his proper election to continue healthcare coverage under COBRA, health, dental and vision insurance coverage at the same cost to him as if his employment had continued, for a period of 12 months from the date of termination.

Painter Letter Agreement. Ms. Painter entered into a letter agreement with the Company dated December 13, 2017 which provides for severance payments and benefits in the case of a termination by the Company for its convenience including, in addition to accrued obligations: (1) 12 months of her then annual base salary, payable in equal installments pursuant to the Company's normal payroll procedures for the 12 months following her termination; and (2) subject to her proper election to continue healthcare coverage under COBRA for a period of 12 months from the date of termination, Company-reimbursed or Company-paid coverage under its group health plans at the same levels as would have applied if her employment had not been terminated.
CIC Severance Plan. If the employment of any of Messrs. Hanson, Pierce, Blazer or Wilson or Ms. Painter is "involuntarily terminated" following a “change in control,” benefits will be determined in accordance with the Company’s CIC Severance Plan. Pursuant to the CIC Severance Plan, upon an involuntary termination within 18 months of a “change in control transaction,” Mr. Hanson is entitled to receive: (1) a pro rata bonus for the year of termination which equals 100 percent of the “target bonus” for Mr. Hanson for the year of termination times the pro rata portion of the year he worked prior to his termination; (2) 300 percent of his annual salary and target bonus in effect at the time of the involuntary termination; (3) a lump-sum payment equaling an after tax calculation of the cost of 18 months of COBRA premiums for the medical, dental and/or vision coverage he received at the time of the termination; and (4) each outstanding equity-based award Mr. Hanson holds as of the date of his involuntary termination will vest in full upon the effectiveness of a general release. Each of the other executive officers receives the same except that they are entitled to receive the following percent of their annual salary and target bonus in effect at the time of the involuntary termination: Messrs. Blazer and Wilson, 275 percent; Mr. Pierce, 250 percent; and Ms. Painter, 200 percent. Payments to the executive officers under the CIC Severance Plan are reduced if necessary to avoid any excise tax that may be imposed. “Change in control,” “change in control transaction,” "involuntary termination" and “target bonus” have the meanings set forth for those terms in the CIC Severance Plan.


45


The estimated payments or benefits which would have been paid to each of Messrs. Hanson, Blazer, Pierce and Wilson and Ms. Painter in the event of such executive's termination on December 31, 2019 under the specified circumstances are set forth below. Mr. Dameris' employment had been terminated by December 31, 2019, and therefore was due nothing further.
 
Termination Without Cause
 ($)
Involuntary Termination within 18 months after CIC ($)
Death or Disability
 ($)
Theodore S. Hanson   
Pro Rata Bonus(1)
-
--
Total Cash Severance (applicable salary and target bonus amounts or multiples)1,275,000
5,100,000850,000
Value of Accelerated RSUs-
6,476,509-
Insurance Premiums Costs38,874
38,87438,874
 Total Severance and Benefits1,313,874
11,615,383888,874
    
Edward L. Pierce   
Pro Rata Bonus(1)
-
--
Total Cash Severance (applicable salary and target bonus amounts or multiples)601,885
2,407,540601,885
Value of Accelerated RSUs-
3,083,647-
Insurance Premium Costs-
38,920-
Relocation Expenses80,000
--
 Total Severance and Benefits681,885
5,530,107601,885
    
Randolph C. Blazer   
Pro Rata Bonus(1)
-
--
Total Cash Severance (applicable salary and target bonus amounts or multiples)813,781
3,804,426813,781
Value of Accelerated RSUs-
7,911,097-
Insurance Premiums Costs25,916
38,87425,916
 Total Severance and Benefits839,697
11,754,397839,697
    
George H. Wilson   
Pro Rata Bonus(1)
-
--
Total Cash Severance (applicable salary and target bonus amounts or multiples)480,000
2,244,000-
Value of Accelerated RSUs-
3,720,886-
Insurance Premium Costs21,409
32,114-
 Total Severance and Benefits501,409
5,997,000-
    
Jennifer H. Painter   
Pro Rata Bonus(1)
-
--
Total Cash Severance (applicable salary and target bonus amounts or multiples)408,807
1,308,182-
Value of Accelerated RSUs-
1,920,448-
Insurance Premiums Costs8,614
12,921-
 Total Severance and Benefits417,421
3,241,551-
(1)Cash incentive bonuses are earned on December 31 of a given year, and are therefore payable in full upon certification. The bonuses earned by the executive officers for 2019 were as follows: Mr. Hanson $1,483,333; Mr. Pierce $722,262; Mr. Blazer, $996,882; Mr. Wilson, $672,000; and Ms. Painter $367,926.


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39


Former Chief Executive Officer

Dameris Employment Agreement. Under the Dameris Employment Agreement,Mr. Dameris' employment agreement, upon a termination of Mr. Dameris’ employment by the Company “without cause” or by Mr. Dameris for “good reason” (each, as defined in the agreement), in addition to his accrued obligations, Mr. Dameris would be entitled to: (1) continuation payments totaling 150 percent of his annual base salary, over a period of 18 months following such termination; (2) a cash lump sum in an amount equal to the aggregate premiums that the Company would have paid over 18 months 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; and (3) during the 18-month period, subject to Mr. Dameris’ proper election to continue healthcare coverage under COBRA, payment of his COBRA premiums.

If In June 2019, Mr. Dameris’Dameris' employment terminates due to his death or “disability” (as defined in the Dameris Employment Agreement), then under the Dameris Employment Agreement, Mr. Dameris or his estate is entitled to: (1) disability income or life insurance payments from insurance policies maintainedwas terminated by the Company (other than any “key man” life insurance policy);without cause, and (2) payment of an amount equal to 100 percent of Mr. Dameris’ base salary payable over 12 months following the termination date in equal installments.he is receiving these benefits.

The Dameris Employment Agreementemployment agreement also providesprovided that upon a qualifying termination: (1) each Tranche A award and Tranche B award will be governed by the terms and conditions of the applicable award agreement; and (2) a Tranche C award that has not vested as of the termination date will be eligible to vest on a pro-ratedpro rated basis (based on number of days worked), based on actual achievement of applicable performance goals, on the January 2 immediately following the termination date. Upon the death, disability or termination of Mr. Dameris' employment by the Company without cause, his Additional RSU award would vest in full. HisMr. Dameris' termination met the requirements for a qualifying termination, and therefore, pursuant to these provisions, his Tranche A award was forfeited in its entirety, the eligibility of his Tranche B and Tranche C awards to vest were reduced on a pro rated basis based on the number of days he had worked in 2019, and the fourth of four installments of his Additional RSU award was based on 2016 performance,accelerated and has been vesting annuallyvested in four equal installments on the anniversary of the January 2, 2016full upon his termination, along with any remaining RSUs outstanding from his 2017 and 2018 Tranche B grants and a special grant date. If Mr. Dameris experiences a qualifying terminationissued to him in the first 90 days of any calendar year during the term of the agreement, any long-term incentive awards that would otherwise be granted with respect to such calendar year will be granted to Mr. Dameris and will be treated as set forth in this paragraph above.

Change in Control Agreement. Under Mr. Dameris' change of control agreement, the Dameris CIC Agreement, Mr. Dameris will be provided compensation and benefits ifMay 2018. Further, his employment is involuntarily terminated within 18 months following a change of control. He would be entitled to receive the following amounts for an involuntary termination of employment which occurs within 18 months after a change in control (as defined in the Dameris CIC Agreement):  (1) all then-accrued compensation (earned and unpaid salary, reimbursement of expenses) and a pro rata portion (based on number of days worked) of Mr. Dameris’ “target bonus” (as defined in the agreement) for the year in which the termination is effected; (2) three times Mr. Dameris’ then-current base salary plus target bonus for the year in which the termination is effected; (3) continuation of Mr. Dameris’ then-current automobile allowance for a period of up to 18 months following the date of termination; (4) Company-paid healthcare continuation coverage for up to 18 months following the termination date; (5) a cash amount equal to the aggregate premiums that the Company would have paid for 18 months of basic life insurance, accidental death and dismemberment insurance and long- and short-term disability insurance coverage, each as in effect on the date of termination; (6) continued contributions to the Company’s retirement plans for 18 months following the date of termination; and (7) reimbursement up to $15,000 for outplacement services. Further, any unvested stock options or other equity awards would become fully vested and exercisable. The agreement contains a best pay cap provision for any excess parachute payments under Code Section 280G.
Following a change in control, if the employment of Mr. Dameris is terminated for “cause” (as defined in the Dameris CIC Agreement) or Mr. Dameris resigns other than in connectioncoincident with an involuntary termination or due to death or disability, the Dameris CIC Agreement will terminate. The estimated payments or benefits which would have been paid to Mr. Dameris in the event of a change in control and/or otherhis termination of employment on December 31, 2018 are as follows:
Peter T. Dameris
Termination Without Cause or for Good Reason
 ($)
Involuntary Termination
After CIC
 ($)
Death or Disability
 ($)
    
Incremental Amounts Payable upon Termination Event   
Pro Rata Bonus(1)
---
Total Cash Severance (applicable salary and target bonus amounts or multiples)1,531,3736,125,4901,020,915
Value of Accelerated RSUs(2)
9,827,24210,528,0389,827,242
Insurance Premium Costs40,38940,389-
Total Automobile Allowance-8,100-
Outplacement Services-up to 15,000-
Total Severance, Benefits and Accelerated Equity11,399,00416,717,01710,848,157
(1)Cash incentive bonuses are earned on December 31 of a given year, and are therefore payable in full upon certification. Mr. Dameris earned a cash incentive bonus of $2,041,830 in 2018.

employment.

40


Chief Financial Officer

Employment Agreement. Under Mr. Pierce’s employment agreement, upon a termination of employment by the Company “without cause” (as defined in his employment agreement) including nonrenewal of his employment agreement, in addition to his accrued obligations, Mr. Pierce will be entitled to: (1) continuation of 100 percent of his annual base salary for a period of 12 months following such termination; (2) any earned but unpaid annual bonus; and (3) reimbursement of up to $80,000 in moving expenses within a prescribed time frame. If Mr. Pierce’s employment terminates because of his death or disability, Mr. Pierce (or his estate) will be entitled to receive payment equal to 100 percent of his base salary payable over 12 months in equal installments.
In the event of a termination in connection with a change in control, the severance provisions of Mr. Pierce’s employment agreement will be superseded by his change of control agreement (described below).
Change in Control Agreement. Mr. Pierce's change of control agreement, the Pierce CIC Agreement, governs if Mr. Pierce’s employment is involuntarily terminated in connection with a change in control. Pursuant to the agreement, Mr. Pierce will be entitled to receive the following amounts for an involuntary termination of employment which occurs within six months and 10 days after a change in control, in addition to any accrued but unpaid amounts (including any earned but unpaid annual bonus for the year prior to the year in which the termination occurs) and subject to delivery of an effective release of claims in favor of the Company: (1) a pro-rata bonus for the year in which the termination occurs; (2) an amount equal to 2.5 multiplied by the sum of Mr. Pierce’s base salary and “target bonus” (as defined in the Pierce CIC Agreement); (3) continuation of Mr. Pierce’s car allowance for 18 months following the termination date; (4) Company-paid healthcare continuation coverage for up to 18 months following the termination date; (5) an amount equal to the premiums the Company would have paid for basic life insurance and disability insurance, had he remained employed for 18 months following the termination date; and (6) reimbursement of up to $15,000 for outplacement services. In addition, any outstanding stock options held by the Chief Financial Officer as of the termination date will remain outstanding as though he had remained employed by the Company until the 18-month anniversary of the termination date (but in no event will any option be exercisable beyond its maximum term). Immediately prior to a change in control, all outstanding Company stock options, restricted stock and stock units held by the executive will become fully vested (and, in the case of options, remain exercisable for an extended period). 

Also pursuant to the Pierce CIC Agreement, immediately prior to a change in control and regardless of whether Mr. Pierce is terminated upon or following the change in control transaction, all stock options and other unvested equity awards then held by Mr. Pierce will become fully vested and exercisable. The agreement contains a best pay cap provision for any excess parachute payments under Code Section 280G.
Following a change in control, if the employment of Mr. Pierce is terminated for "cause" (as defined in the Pierce CIC Agreement) or Mr. Pierce resigns other than in connection with an involuntary termination or due to death or disability, the Pierce CIC Agreement will terminate.
The estimated payments or benefits which would have been paid to Mr. Pierce in the event of a change in control and/or other termination of employment on December 31, 2018 are as follows:
Incremental Amounts Payable upon Termination Event
Termination
Without Cause
 ($)
Involuntary Termination
After CIC
 ($)
Death or Disability
 ($)
    
Pro Rata Bonus(1)
---
Total Cash Severance (applicable salary and target bonus amounts or multiples)584,3252,337,300584,325
Value of Accelerated RSUs-2,882,996-
Insurance Premium Costs-28,522-
Total Relocation Expenses80,000--
Total Automobile Allowance-8,100-
Outplacement Services-up to 15,000-
Total Severance, Benefits and Accelerated Equity664,3255,271,918584,325
(1)Cash incentive bonuses are earned on December 31 of a given year, and are therefore payable in full upon certification. Mr. Pierce earned a cash incentive bonus of $701,190 in 2018.

Blazer, Hanson and Wilson - Termination Under Employment Agreements and CIC Severance Plan
Hanson and Blazer Employment Agreements. If the Company terminates the employment of either of Messrs. Blazer or Hanson without “cause” (as defined in their employment agreements) or if their employment terminates due to death or disability during their employment period, the executive officer is entitled to receive, in addition to accrued obligations and subject to reduction in certain circumstances: (1) salary continuation for a period of 12 months, at the rate in effect as of the date his employment is terminated; and (2) subject to his proper election to continue healthcare coverage under COBRA, for a period of 12 months from the date of termination, payment of the difference between his COBRA premiums and the cost of such coverage immediately prior to such termination.


41


Wilson Employment Agreement. If the Company terminates the employment of Mr. Wilson without "cause" or Mr. Wilson terminates his employment with "good reason" (each of those terms as defined in his employment agreement), he is entitled to receive, in addition to accrued obligations: (1) salary continuation for 12 months, at the rate in effect as of the date of termination; and (2) subject to his proper election to continue healthcare coverage under COBRA, health, dental and vision insurance coverage at the same cost to him as if his employment had continued, for a period of 12 months from the date of termination.
Blazer, Hanson and Wilson CIC Severance Plan. If the employment of Messrs. Blazer, Hanson or Wilson is involuntarily terminated following a “change in control,” benefits will be determined in accordance with the Company’s CIC Severance Plan. Pursuant to the CIC Severance Plan, upon an involuntary termination within 18 months of a “change in control transaction,” each of Messrs. Blazer, Hanson and Wilson are entitled to receive: (1) a pro rata bonus for the year of termination which equals 100 percent of the “target bonus” for the executive officer for the year of termination times the pro rata portion of the year the executive worked prior to his termination; (2) 275 percent of the executive officer's annual salary and target bonus in effect at the time of the involuntary termination; and (3) a lump-sum payment equaling an after tax calculation of the cost of 18 months of COBRA premiums for the medical, dental and/or vision coverage he received at the time of the termination. Payments to the executive officers under the CIC Severance Plan are reduced if necessary to avoid any excise tax that may be imposed. “Change in control,” “change in control transaction,” and “target bonus” have the meanings set forth for those terms in the CIC Severance Plan.

The estimated payments or benefits which would have been paid to each of Messrs. Blazer, Hanson and Wilson in the event of such executive's termination on December 31, 2018 under the specified circumstances are as follows:
 
Termination Without Cause
 ($)
Involuntary Termination After CIC
 ($)
Death or Disability
 ($)
Theodore S. Hanson   
Incremental Amounts Payable Upon Termination Event   
Pro Rata Bonus(1)
---
Total Cash Severance (applicable salary and target bonus amounts or multiples)630,0003,031,875630,000
Insurance Premium Costs23,56035,34023,560
 Total Severance and Benefits653,5603,067,215653,560
    
Randolph C. Blazer   
Incremental Amounts Payable Upon Termination Event   
Pro Rata Bonus(1)
---
Total Cash Severance (applicable salary and target bonus amounts or multiples)790,0793,693,619790,079
Insurance Premiums Costs23,56035,34023,560
 Total Severance and Benefits813,6393,728,959813,639
    
George H. Wilson   
Incremental Amounts Payable Upon Termination Event   
Pro Rata Bonus(1)
---
Total Cash Severance (applicable salary and target bonus amounts or multiples)480,0002,557,500-
Insurance Premium Costs19,46329,195-
 Total Severance and Benefits499,4632,586,695-
(1)Cash incentive bonuses are earned on December 31 of a given year, and are therefore payable in full upon certification. The bonuses earned by the executive officers for 2018 were as follows: Mr. Blazer, $1,089,147; Mr. Hanson, $945,000; and Mr. Wilson, $425,000.

4247


EQUITY COMPENSATION PLAN INFORMATION
 
The table below sets forth the following information as of December 31, 20182019 for: (1) all compensation plans previously approved by stockholders; and (2) all compensation plans not previously approved by stockholders:
 
As of December 31, 2018
Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights(3)
Weighted-Average Exercise Price of Outstanding Options, Warrants and RightsNumber of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a))
As of December 31, 2019As of December 31, 2019
Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights(3)
Weighted-Average Exercise Price of Outstanding Options, Warrants and RightsNumber of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a))
Plan CategoryPlan Category(a)(b)(c)Plan Category(a)(b)(c)
Equity compensation plans approved by stockholders (1)
Equity compensation plans approved by stockholders (1)
1,192,888$8.49927,572
Equity compensation plans approved by stockholders (1)
1,100,990$8.922,885,013
Equity compensation plans not approved by stockholders (2)
Equity compensation plans not approved by stockholders (2)
212,921$16.51148,434
Equity compensation plans not approved by stockholders (2)
200,436$16.51130,448
TotalTotal1,405,809$13.051,076,006Total1,301,426$13.963,015,461
  
(1)Consists of our Amended and Restated 2010 Incentive Award Plan, as amended (the "2010 Plan") and our Amended and Restated 1987 Stock Option Plan, as amended (the "1987 Prior Plan").Consists of our Second Amended and Restated 2010 Incentive Award Plan (the "Plan") and our Amended and Restated 1987 Stock Option Plan, as amended (the "Prior Plan"). As of March 31, 2020, there are no longer any options or securities outstanding under this plan.
(2)Consists of our Amended and Restated 2012 Employment Inducement Incentive Award Plan, as amended (the "2012 Inducement Plan").Consists of our Second Amended and Restated 2012 Employment Inducement Incentive Award Plan, as amended (the "Inducement Plan").
(3)Outstanding RSUs vest and convert to shares of common stock without the payment of consideration. Therefore the weighted-average exercise price of outstanding options, warrants and rights excludes RSUs issued under the equity compensation plans. As of December 31, 2018, there were 1,155,026 RSUs outstanding under the 2010 Plan and 162,921 RSUs outstanding under the 2012 Inducement Plan.Outstanding RSUs vest and convert to shares of common stock without the payment of consideration. Therefore the weighted-average exercise price of outstanding options, warrants and rights excludes RSUs issued under the equity compensation plans. As of December 31, 2019, there were 1,075,767 RSUs outstanding under the Plan and 150,436 RSUs outstanding under the Inducement Plan. The remaining securities are options, as we have no warrants or rights outstanding.

There are no shares available for issuance under the 1987 Prior Plan, but any stock options that are still outstanding that were granted under the plan continue to be governed by the plan. The last of the stock options issued under the 1987 Prior Plan will expire in 2020. The table below provides the number of shares available for future issuance by plan, the number of RSUs and stock options outstanding under each plan, and the weighted average term and price of the outstanding stock options as of the most recent date practicable, March 31, 2019.2020.

As of March 31, 2019Available shares for future issuanceFull value awards outstandingStock options outstandingWeighted average term for outstanding stock optionsWeighted average price for outstanding stock options
Active Plan2010 Plan406,9931,406,18219,1502.3 years$9.52
Active Plan2012 Inducement Plan164,519144,27350,0003.4 years$16.51
       
Other1987 Prior Plan--13,4170.9 years$7.19
 Total571,5121,550,45582,5672.8 years$13.37
As of March 31, 2020Available shares for future issuanceFull value awards outstandingStock options outstandingWeighted average term for outstanding stock options (years)Weighted average price for outstanding stock options
2010 Plan2,889,5061,087,62418,9191.3$9.51
2012 Inducement Plan99,444175,03650,0002.416.51
Total2,988,9501,262,66068,9192.8$13.37

INDUCEMENT AWARD PROGRAMInducement Award Program

In May 2012 our Board adopted the 2012 Inducement Plan, which has been amended in June 2015 and March 2018 in order to add additional shares to the plan, and again in April 2018 to reflect the Company's name change. Pursuant to applicable stock exchange rules, stockholder approval of the 2012 Inducement Plan iswas not required as a condition of the effectiveness of the 2012 Inducement Plan. A description of the principal features of the Inducement Plan is set forth below.
Eligibility and Administration
Only certain prospective employees of the Company are eligible to participate in the 2012 Inducement Plan. The 2012 Inducement Plan is administered by our Compensation Committee. The plan administrator has 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 2012 Inducement Plan, subject to its express terms and conditions. Awards must be approved by the Compensation Committee or a majority of our independent directors and the authority to grant awards under the 2012 Inducement Plan may not be delegated.
Limitation on Awards and Shares Available
As of March 31, 2019,2020, the maximum number of shares of common stock authorized for issuance under the 2012 Inducement Plan is 1,335,861 shares (the “Inducement Plan Share Limit”), and there are 164,51999,444 shares remaining available for issuance under the plan. Shares issued under the 2012 Inducement Plan may be treasury shares or authorized but unissued shares.

43


The following types of shares are added back to the available share limit under the 2012 Inducement Plan: (x)(1) shares subject to awards that are forfeited, expire or are settled for cash and (y)(2) 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 are not added back to the available share limit under the 2012 Inducement Plan: (A)(a) shares subject to a stock appreciation right (“SAR”) that are not issued in connection

48


with the stock settlement of the SAR on its exercise, (B)(b) shares purchased on the open market with the cash proceeds from the exercise of options and (C)(c) shares tendered or withheld to satisfy grant or exercise price or tax withholding obligations associated with an award.
Awards granted under the 2012 Inducement 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 2012 Inducement Plan.
Awards
The 2012 Inducement Plan provides for the grant of stock options, including non-qualified stock options, restricted stock, dividend equivalent awards, stock payment awards, deferred stock, RSUs, performance awards, performance share awards, SARs, and other incentive or cash awards. Certain awards under the 2012 Inducement 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 are to be set forth in award agreements, which detail all terms and conditions of the awards, including any applicable vesting and payment terms. Awards other than cash awards are generally 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.

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. The exercise price of a stock option may not be less than 100 percent of the fair market value of the underlying share on the date of grant, 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 10 years. Vesting conditions determined by the plan administrator may apply to stock options, and may include continued service, performance and/or other conditions.
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 percent 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 10 years. Vesting conditions determined by the plan administrator may apply to SARs, and may include continued service, performance and/or other conditions.
Restricted Stock; Deferred Stock; RSUs and 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. Vesting conditions determined by the plan administrator may apply to restricted stock, deferred stock, RSUs and performance shares, and may include continued service, performance and/or other conditions.
Stock Payments; Other Incentive Awards and 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.
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.

Certain Transactions
The plan administrator has broad discretion to equitably adjust the provisions of the 2012 Inducement 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 stockholders known as “equity restructurings,”restructurings”, the plan administrator will make equitable adjustments to the 2012 Inducement Plan and outstanding awards. In the event of a change in control of the Company (as defined in the 2012 Inducement Plan), the surviving entity must assume outstanding awards or substitute economically equivalent awards for such outstanding awards; however, if the surviving entity declines 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 and 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 2012 Inducement 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 2012 Inducement

44


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.


49


Stockholder Approval; Plan Amendment and Termination
Pursuant to applicable stock exchange rules, stockholder approval of the 2012 Inducement Plan was not required as a condition of the effectiveness of the 2012 Inducement Plan. The Board may amend or terminate the 2012 Inducement Plan at any time; however, except in connection with certain changes in capital structure, stockholder approval will be required for any amendment that “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).


45



CEO PAY RATIO

As a result of rules adopted last year under the Dodd-Frank Act, we are providing disclosure of our CEO’s pay in relation to that of the median compensated employee who was selected last year.for 2019. We are committed to internal pay equity and equal pay based on role, qualifications, experience and merit. However, as 7978.5 percent of our employees are placed with clients on a temporary basis, they are not likely to be paid a full year salary. We do not believe that comparing the pay of someone who worked for us for three months versus someone who worked for 12 months is consistent with the spirit and intent of the regulation. Therefore, while we have provided the disclosure required by SEC rules, we have provided additional disclosure that we believe provides a more accurate comparison.

Our measurement date wasincluded the last payroll period inclusive of December 28, 2018,31, 2019, which reflects a total employee population of 31,462,31,263 on that date, of which 24,95324,536 were professionals working on temporary assignments with our clients. Consistent with SEC rules, we annualized compensation for our internal employees who were employed for less than the full year in 2018,2019, but not for our professionals whose positions are temporary in nature. Further, we did not include our foreign employees, as they comprise less than three4.5 percent of our workforce and were therefore under the de minimusminimis threshold for inclusion. 

Total compensation in 20182019 for the prior year’s median compensated employee was $47,738.$35,036. This particular employee worked for us for an equivalent of 40 percent ofon a part-time basis throughout the year, and earned $57 per hour.year. As set forth in the "Total" column of the Summary Compensation Table on pagep. 336 of this proxy statement, Mr. Dameris’Hanson’s compensation for 20182019 was $14.0 million, though only 7.3 percent of this compensation was fixed or guaranteed, and $5 million of the compensation was for a special one-time award. The remainder was payable upon achievement of certain performance-based targets.$4.4 million. Using these compensation amounts provides for a CEO pay ratio of approximately 294:126:1 pursuant to the SEC’s final rules set forth in Item 402(u) of Regulation S-K.

If we had annualized the salary of the median compensated employee, she would have received $118,560 in compensation for 2018, and the CEO pay ratio would have been approximately 118:1. If we annualized the salary of all of our temporary professionals as we do for our internal employees, which we believe is the most accurate and comparable analysis, the median compensated employee would have received compensation of $65,587$72,692 on an annual basis, for a CEO pay ratio of approximately 214:61:1.

.

4650


PROPOSAL TWO – APPROVAL OF THE COMPANY'S
SECOND AMENDED AND RESTATED ASGN INCORPORATED
2010 INCENTIVEEMPLOYEE STOCK PURCHASE PLAN

Introduction
The Company's 2010 Employee Stock Purchase Plan was originally approved by stockholders at the Company's 2010 Annual Meeting of Stockholders, and an amendment to address the Company's name change occurred in April 2018 (the "Existing ESPP"). On March 27, 2019,18, 2020, our Board of Directors approved the Company's Second Amended and Restated ASGN Incorporated 2010 Incentive AwardEmployee Stock Purchase Plan (the "Amended 2010 Plan"ESPP") in order to among other things, increaseextend the numbertermination date of the plan to be upon the discretion of the Company's Board.

Under the Amended ESPP, we may grant our employees and employees of designated subsidiaries the opportunity to purchase shares we are authorizedof our common stock at a discount. The purpose of the ESPP is to issuefacilitate 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 85 percent of the lower of the market price on the first day or awardthe last day of semi-annual offering periods. The ESPP is intended to qualify as an “employee stock purchase plan” under the 2010 Plan by 2.7 million shares (referred to below as the share reserve increase) in addition to the shares that have previously been authorized under the plan.Code Section 423. The Board of Directors is requesting that our stockholders approve the Amended 2010 PlanESPP because we believe the availability ofAmended ESPP is an adequate reserve of shares under the 2010 Plan is important and valued benefit to our continued growth and success.employees. The Board believes that it is important that many of our employees and directors receive partbe allowed to contribute a percentage of their compensation into the formpurchase of equity-based awards to foster their investment in the Company and reinforce theCompany's stock at a discount which provides for an alignment between theirour employees financial interests and those of our other stockholders.

Introduction and Stockholder Approval Requirement
The 2010 Plan was originally approved by stockholders at the Company’s 2010 Annual Meeting of Stockholders, and an amendment to the plan to increase the number of shares authorized under the plan, among other things, was approved by stockholders at the Company's 2013 Annual meeting. It was further amended in April 2018 to address the Company's name change. The 2010 Plan permits the Company to grant equity awards covering shares of the Company's stock to directors, employees and consultants of the Company. As of March 31, 2019, the Company had authorized 6,141,796 shares of our common stock for grants of awards under the 2010 Plan, awards covering a total of 1,406,182 shares of our common stock were outstanding, and 406,993 shares of our common stock remained available for future grants under the 2010 Plan (which excludes the proposed share reserve increase); and the closing sale price of our common stock on that date was $63.49. Please refer to the table in the Equity Compensation Plan Information section on page 43 above for a full schedule of the number of shares available for future issuance by plan, the number of RSUs and stock options outstanding under each plan, and the weighted average term and price of the outstanding stock options as of March 31, 2019. In addition to increasing the number of shares available under the 2010 Plan share limit, the Amended 2010 Plan extends the term of the plan 10 years from the date of the Board's approval to March 27, 2029, and eliminates the Company's ability to increase the allowable share amount or reprice shares up to 12 months before receiving stockholder approval. Approval of the Amended 2010 Plan will constitute approval pursuant to the stockholder approval requirements of Section 422ESPP is not required for purposes of the Code relating to incentiveor stock options (toexchange listing rules; however, because the extent required by the Code) and approval pursuant to the NYSE stockholder approval requirements applicable to equity compensation plans. Unless it is approved byExisting ESPP has a 10-year term, which our stockholders the Amended 2010 Plan will not become effective and the 2010 Plan will remain in effect in its current form.

Highlights of Shareholder Protections Under the Amended 2010 Plan
We believe that the following characteristics of the Amended 2010 Plan protect shareholder interests while providing us a vehicle to grant equity awards, which is a vital component of our compensation program:

Independent plan administrator. The Compensation Committee, which consists of only independent directors, generally administers the Amended 2010 Plan with respect to awards granted to officers (including our named executive officers), employees and consultants.
Fungible share pool. Under the Amended 2010 Plan, full value awards (such as restricted stock and restricted stock units) deplete the share reserve by 1.53 shares for each share subject to the full value award, thereby fairly reflecting the higher value of these awards as compared to stock options or stock appreciation rights.
Grant ratio. 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 Amended 2010 Plan by 1.53 available shares).
No discount stock options or stock appreciation rights. Under the Amended 2010 Plan, stock options and stock appreciation rights 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 or stock appreciation rights without stockholder approval. The Amended 2010 Plan prohibits, without stockholder approval in advance: (i) the amendment of options or stock appreciation rights to reduce the exercise price; and (ii) the replacement of an option or stock appreciation right with cash or any other award when the price per share of the option or stock appreciation right exceeds the fair market value of underlying shares.
No payment of dividends on unvested awards prior to the vesting of such awards. The Amended 2010 Plan does not permit the payment of dividends or dividend equivalents with respect to awards granted under the Amended 2010 Plan unless and until the underlying award vests.

Whyapproved, the Board Believes You Should Vote for Approval of the Amended 2010 Plan
The Board recommends a vote for the Amended 2010 Plan because it believes it is in the best interest of the Company and its stockholders for the following reasons:
Attracting, retaining and motivating talent are critical to our success. Through the Amended 2010 Plan, we can offer talented and motivated directors, executives and key employees 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 stockholders.
Our business is built around people. As a human capital and staffing company, our employees, not a product or process, are our most important asset. The availability of equity incentives under our Amended 2010 Plan is critical to retain and motivate those individuals who build and sustain important relationships on which the success of our business depends.

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Our executive compensation program supports shareholder value. 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 stockholders. Further, 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.
Replacing equity awards with cash payments may not be in the best interest of our stockholders. If stockholders do not approve the Amended 2010 Plan, we will only have limited shares available to grant equity awards to directors, executives and key employees in the near term and we will have to revise our compensation philosophy and components, including substantially increasing cash incentive levels, in order to remain competitive with our peers. We believe that our stockholders’ interests would be better served by the use of equity compensation incentives. 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 stockholders. Furthermore, lack of available equity incentives would force us to direct more cash and other resources toward executive compensation and away from other useful development of our business.
The Amended 2010 Plan, in many cases, only pays out incentives based on the attainment of results. Many awards issued under the Amended 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 stockholders. We believe that passageseek approval of the Amended 2010 Plan is crucialESPP given the change to incentivizing key employees to achieve financial results for the Company.
We believe that ASGN has demonstrated reasonable equity compensation practices. Our stockholders approved the issuance of an additional 4,000,000 new shares at our 2013 Annual Meeting of Stockholders. We have utilized that replenishment responsibly such that six years later, 406,993 shares still remain available as of March 31, 2019. If the new share authorization is approved by stockholders, the maximum dilution from the Company’s equity compensation program would not exceed five percent of the fully-diluted shares outstanding, and the proposed aggregate share reserve would be sufficient for approximately one year, assuming we continue to grant awards consistent with our current practices and historical usage.
We believe that the proposed share reserve increase is reasonable and appropriate. In determining the number of shares in the proposed increase of shares available under the 2010 Plan, the Compensation Committee and the Board considered the dilution if the new share authorization is approved (as mentioned above) and the Company’s burn rate from 2015 to 2017 was between 2.0 percent and 3.1 percent. The Board considered the recent growth of the Company and that shares of Company stock have reflected the positive performance of the Company. They also considered that awards made under the 2010 Plan generally vest over a period of time, thereby encouraging employees’ commitment to the Company.
its term.

Description of the Amended 2010 PlanESPP

A descriptionsummary of the principal features of the Amended 2010 PlanESPP is set forth below and is qualified in its entirety by reference to the termsfull text of the 2010 Plan, which is filed with the SEC, and a redline of the proposed Amended 2010 Plan reflecting changes made to the 2010 PlanESPP, which is attached to this proxy statementProxy Statement as Annex B. The three amendments proposed to the 2010 Plan are:

An increaseAdministration
The Amended ESPP is administered by a committee of 2.7 millionthe Board which is the Compensation Committee. The plan administrator has broad authority to administer and construe the Amended 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
A total of 3,500,000 shares toof our common stock had previously been authorized for grant under the existing ASGN Incorporated Amended and Restated 2010 Employee Stock Purchase Plan (the "Existing ESPP"), and we are not asking for any further authorization at this time. There are 1,496,211 shares remaining available for purchase under the plan as of March 31, 2020. The common stock made available for sale under the Amended 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 underfor 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 plan;
An extensionAmended ESPP and may change these designations from time to time. Each of our domestic subsidiaries, direct or indirect, participate in the Existing ESPP and would continue to do so unless changed by the plan administrator. The plan administrator may also adopt sub-plans in order to ensure that the terms of the term of the plan for 10 yearsESPP, as applicable to March 27, 2029; and
An elimination of the Company's ability to increase the allowable share amount or reprice shares up to 12 months before receiving stockholder approval.any non-U.S. participating subsidiaries, comply with applicable foreign laws. 

Eligibility; Administration.Eligible Employees directors
Our employees and consultantsthose of the Company, and certain of itsour participating subsidiaries are eligible to receive awards under the Amended 2010 Plan. The following individuals aregenerally eligible to participate in the 2010 Plan: approximately 4,300 full-time regularAmended ESPP, though employees (aswho own five percent or more of December 31, 2019), approximately 61,900 contract professionals (who worked with us during 2018) and eight non-employee directors. The 2010 Plan currently is, andthe 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 Amended 2010 Plan will be, administeredESPP. Under applicable tax rules, the plan administrator may also exclude certain categories of employees from participation in the Amended ESPP. Currently (and thereafter unless changed 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 Code, Section 16 ofplan administrator), the Exchange Act and/or stock exchange rules, as applicable. The Board currently administers the 2010 Plan with respect to awards to non-employee directors, and will continue to administer such awardsfollowing employees are excluded from participation in offerings under the Amended 2010 Plan. The plan administrator hasESPP: (1) employees who have been in our employ or in the authorityemploy of a designated subsidiary for less than 30 days; and (2) employees whose customary employment with us or a designated subsidiary is 20 hours of less per week and/or not more than five months per calendar year.     

Participation
Eligible employees may generally elect to grant and setcontribute up to 50 percent of their compensation (as defined in the ESPP) during an offering period under 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 Amended 2010 Plan, subject to its express termsESPP (though the plan administrator may set a lower maximum percentage and conditions.

Limitation on Awards and Shares Available. The 2010 Plan, permitshas set the Company to grant equity awards covering shares of the Company's stock to employees, directors and consultants of the Company. Shares of our common stock covered by outstanding awards that are forfeited will be added to the share limit, as described in more detail below. Shares issued under the Amended 2010 Plan 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 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 RSUs). The following types of shares are added back to the available share limit under the Amended 2010 Plan: (i) shares subject to awards that are forfeited, expire or are settled for cash, (ii) shares tendered or withheld to satisfy grant or exercise price or tax withholding obligations associated with an award, and (iii) shares repurchasedmaximum at 25 percent currently (and thereafter unless changed 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 are not added back to the available share limit under the Amended 2010 Plan: (i) shares subject to a SAR that are not issued in connection with the stock settlement of the SAR on its exercise, and (ii) shares purchased on the open market with the cash proceeds from the exercise of options. Awards granted under the Amended 2010 Plan upon the assumption of, or in substitution for, awards authorized or outstanding under a qualifying equity plan maintained by an entity with whichadministrator).  


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the Company enters into a merger or similar corporate transaction will not reduce the shares authorized for grantOptions granted under the Amended 2010 Plan.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 for fractional share amounts will be carried forward to the next offering period. Participants may not accrue the right to purchase stock under the Amended ESPP (or any other tax-qualified stock purchase plan) with a fair market value exceeding $25,000 for each calendar year in which applicable rights are outstanding at any time. Participation in the Amended ESPP is voluntary. 

Offering Periods
Under the Amended 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 the current offering periods run for six months, commencing on April 1 and October 1 of each year. The offering periods 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 is 85 percent 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, whichever is lower, as reported by the NYSE. Unless a participant has previously canceled his or her participation in the Amended 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 Amended ESPP. No fractional shares will be issued. A participant may cancel his or her payroll deduction authorization no later than 15 calendar days prior to the exercise date 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 Amended 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 Amended 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 Amended 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 that may be subject to one or more awards granted to any one participant pursuant to the Amended 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 Amended 2010 Plan to any one participant during any rolling three-year period is $10,000,000.

Awards. The Amended 2010 Plan provides for the grant of stock options, including incentive stock options ("ISOs") and nonqualified stock options ("NQs"), restricted stock, dividend equivalent rights, stock payments, deferred stock, RSUs, performance shares, other incentive awards, SARs and cash awards. Certain awards under the Amended 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 are to be set forth in award agreements, which detail all terms and conditions of the awards, including any applicable vesting and payment terms. Awards other than cash awards are generally to 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:

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 NQs, 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 stockholders), 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 10 years (or five years in the case of ISOs granted to certain significant stockholders). Vesting conditions determined by the plan administrator may apply to stock options and may include continued service, performance and/or other conditions.
Stock Appreciation Rights. SARs entitle their holder, upon exercise, to receive from us an amount equal to the appreciationsecurities, issuance 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 an SAR may not be longer than 10 years. Vesting conditions determined by the plan administrator may apply to SARs, and may include continued service, performance and/warrants or other conditions.
Restricted Stock; Deferred Stock; RSUs; Performance Shares. Restricted stock is an award of nontransferable shares of our common stock that remains 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. Vesting conditions determined by the plan administrator may apply to restricted stock, deferred stock, RSUs and performance shares, and may include continued service, performance and/or other conditions.
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 frompurchase 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.
Dividend Equivalent Rights. Dividend equivalent rights representother securities, or other similar corporate transactions or events, 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 Amended 2010 Plan unless and until such awards have vested.

Performance Awards. 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. Performance awards intended to constitute "qualified performance-based compensation," or QPBC, within the meaning of Code Section 162(m), are granted with applicable performance criteria selected from the list below in accordance with the requirements of Code Section 162(m). For purposes of the Amended 2010 Plan, one or more of the following performance criteria may be used in setting performance goals applicable to 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 stockholders’ equity; (x) total stockholder 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 Amended 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.

Certain Transactions. The plan administrator has broad discretion to equitably adjust the provisions ofawards under the Amended 2010 Plan, as well as the terms and conditions of existing and future awards, in orderESPP to prevent the dilution or enlargement of intended 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 Amended ESPP, the plan administrator will make a pro rata allocation of the available shares on a uniform and facilitate necessaryequitable basis, and unless additional shares are authorized under the Amended ESPP, no further offering periods will take place. In this event, excess payroll deductions will be refunded to participants.

Amendment or desirable changesTermination of the ESPP
The plan administrator has the right to amend, suspend, or terminate the Amended ESPP at any time and from time to time to any extent that it deems advisable. However, absent the approval of our stockholders, the plan administrator may not amend the Amended ESPP: (1) to increase the maximum number of shares that may be purchased under the plan; or (2) in any manner that would cause the plan to no longer be an “employee stock purchase plan” within the meaning of Code Section 423. The Amended ESPP extended the term of the Existing ESPP which previously expired on March 18, 2020 to be terminated upon the discretion of the Company's Board. No further offerings will take place once all shares of common stock available for purchase thereunder have been purchased unless stockholders approve an amendment authorizing new shares under the Amended ESPP.  

Federal Income Tax Consequences 
The material federal income tax consequences of the Amended ESPP under current federal income tax law are summarized in the eventfollowing discussion, which deals with the general tax principles applicable to the Amended ESPP. The following discussion is based upon laws, regulations, rulings and decisions now in effect, all of certain transactionswhich are subject to change. Foreign, state and events affecting our common stock, such as stocklocal tax laws, and employment, estate and gift tax considerations are not discussed due to the fact that they may vary depending on individual circumstances and from locality to locality.


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dividends,The ESPP is intended to be an "employee stock splits, mergers, acquisitions, consolidationspurchase plan" within the meaning of Code Section 423. Under a plan which so qualifies, no taxable income will be recognized by a participant, and other corporate transactions. In addition, in the event of certain non-reciprocal transactions with our stockholders known as “equity restructurings,” the plan administratorno deductions will make equitable adjustmentsbe allowable to the Amended 2010 Plan and outstanding awards. InCompany, upon either the event of a change in controlgrant or the exercise of the Company (as defined in the Amended 2010 Plan), the surviving entity must assume outstanding awardspurchase rights. Taxable income will not be recognized until there is a sale or substitute economically equivalent awards for such outstanding awards; however, if the surviving entity declines 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 outsidedisposition of the United States. With limited exceptions for estate planning, domestic relations orders, certain beneficiary designations and the laws of descent and distribution, awardsshares acquired under the Amended 2010 Plan are generally non-transferable prior to vesting and are exercisable only byESPP. If the participant. With regard to tax withholding, exercise price and purchase price obligations arising in connection with awards under the Amended 2010 Plan, the plan administrator may, in its discretion, accept cashparticipant sells 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 Amended 2010 Plan at any time; however, except in connection with certain changes in capital structure, stockholder approval will be required for any amendment that increases the number of shares available under the Amended 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 valueotherwise disposes of the underlying shares). No award may be granted pursuant to the Amended 2010 Planpurchased shares within two years after the 20th anniversarydate on which the purchase right relating to those shares was granted (which is typically the first day of the original adoptionapplicable offering period) or within one year after the purchase date of those shares, then the 2010 Plan.

Material Federal Income Tax Consequences
The following is a general summary under current law of the principal United States federal income tax consequences related to awards under the Amended 2010 Plan. This summary deals with the general federal income tax principles that apply and is provided only for general information. Some kinds of taxes, such as state, local and foreign income taxes and federal employment taxes, are not discussed. This summary is not intended as tax advice to participants, who should consulttheir own tax advisors.
Non-Qualified Stock Options. If an optionee is granted an NQ under the Amended 2010 Plan, the optionee should not have taxable income on the grant of the option. Generally, the optionee shouldparticipant will recognize ordinary income atin the timeyear of exercise in ansale or disposition equal to the amount equal toby which the fair market value of the shares acquired on the purchase date of exercise, lessexceeded the exercisepurchase price paid for those shares, and the shares. The optionee’s basisCompany will be entitled to an income tax deduction in the common stock for purposestaxable year in which such disposition occurs equal to the amount of determiningordinary income recognized by the participant. Any further gain or loss on a subsequent sale orto the participant upon disposition of such shares generally will be the fair market value of our common stock on the date the optionee exercises such option. Any subsequent gain or loss will be taxable as a long-term or short-term capital gain or loss. WeIf the shares are sold or our subsidiaries or affiliates generally should be entitled to a federal income tax deduction atotherwise disposed of before the time and for the same amount as the optionee recognizes ordinary income.
Incentive Stock Options. A participant receiving ISOs should not recognize taxable income upon grant. Additionally, if applicable holding period requirements are met, the participant should not recognize taxable income at the time of exercise. However, the excessexpiration of the fair market value of the shares of our common stock received over the option exercise price is an item of tax preference income potentially subject to the alternative minimum tax. If stock acquired upon exercise of an ISO is heldholding periods described above but are sold for a minimum of two years fromprice that is less than the date of grant and one year from the date of exercise and otherwise satisfies the ISO requirements, the gain or loss (in an amount equal to the difference between the fair market value on the date of disposition and the exercise price) upon disposition of the stock will be treated as a long-term capital gain or loss, and we will not be entitled to any deduction. If the holding period requirements are not met, the ISO will be treated as one that does not meet the requirements of the Code for ISOs andpurchase price, the participant will recognize ordinary income at the time of the disposition equal to the excess of the amount realized over the exercise price, but not more than the excess of the fair market value of the shares on the date the ISO is exercisedof purchase over the exercisepurchase price with any remaining gain or loss being treated as capital gain or capital loss. We are not(and the Company will be entitled to a tax deduction upon eithercorresponding deduction), but the exercise of an ISO or upon dispositionparticipant generally will be able to report a capital loss equal to the difference between the sales price of the shares acquired pursuant to such exercise, except toand the extent thatfair market value of the shares on the date of purchase. 

If the participant recognizessells 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, or if the participant dies while holding the shares,then the participant (or his or her estate) will recognize ordinary income onin the year of sale or disposition of the shares.
Other Awards. The current federal income tax consequences of other awards authorized under the Amended 2010 Plan generally follow certain basic patterns: SARs are taxed and deductible in substantially the same manner as NQs; nontransferable restricted stock subject to a substantial risk of forfeiture results in income recognition equal to the excesslesser 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) 15 percent of the fair market value overof the price paid, if any, only at the time the restrictions lapse (unless the recipient elects to accelerate recognition as ofshares on the date of grant through a Section 83(b) election); RSUs, deferred stock, performance share awards, performance awards, stock payments, dividend equivalents, cash awards and other incentive awards are generally subject to tax at the time of payment.

Section 409A of the Code. Certain types of awards underpurchase right. The Company will not be entitled to an income tax deduction with respect to such disposition. Any further gain or loss to the Amended 2010 Plan may constitute,participant upon disposition will be capital gain or provideloss. If the shares are held for the holding periods described above but are sold for a deferral of compensation subject to Section 409A ofprice that is less than the Code. Unless certain requirements set forth in Section 409A of the Code 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 and additional state taxes). To the extent applicable, the Amended 2010 Plan and awards granted under the Amended 2010 Plan are intended to be structured and interpreted in a manner intended to either comply with or be exempt from Section 409A of the Codepurchase price, there is no ordinary income and the Department of Treasury regulations and other interpretive guidance that may be issued under Section 409A of the Code. To the extent determined necessary or appropriate by the plan administrator, the Amended 2010 Plan and applicable award agreements may be amended to further comply with Section 409A of the Code or to exempt the applicable awards from Section 409A of the Code.

50



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 grandfathered “performance-based” compensation. In order to qualifyparticipant has a long-term capital loss for the exemption for qualified performance-based compensation, Section 162(m) ofdifference between the Code requires that: (i)sale price and the compensation be paid solely upon account of the attainment of one or more pre-established objective performance goals, (ii) the performance goals must be timely established in writing by a compensation committee comprised of two or more “outside directors,” (iii) the material terms of the performance goals under which the compensation is to be paid must be disclosed to and approved by the stockholders and (iv) the compensation committee of “outside directors” must certify that the performance goals have indeed been met prior to payment. 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 maximumpurchase price.
New Plan Benefits
The actual number of shares that canmay 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 Amended 2010 Plan has been designed to permit the plan administrator to grant stock options and SARs and other awards which will qualify as “performance-based compensation.”

The number of awards that our named executive officers, directors, other executive officers and other employees may receivepurchased under the Amended 2010 PlanESPP is not presently determinable, as eligible employees may adjust their participation in the future will be determined in the discretion of the Board or Compensation Committee, and neither the Board nor the Compensation Committee has made any determinationAmended ESPP from time to make future grants to any persons under the Amended 2010 Plan as of the date of this proxy statement other than the annual grant of $125,000 of RSUs that are awarded to our non-employee directors each January.time. Therefore, it is not possible to otherwise determine the future benefits that will be received by these participants underin the Amended 2010 Plan.ESPP.

New Plan Benefits and AwardsESPP Options Granted to Certain Persons as of March 31,Since Inception
During 2019,
The table below sets forth summary information concerning the number of shares of our common stock subject to equity awards granted to certain personspurchased under the Amended 2010 Plan as ofExisting ESPP was 234,435. The purchases were funded by payroll deductions from the eligible employees who purchased shares. The table below provides details on shares purchased under the Existing ESPP from its inception through March 31, 2019. Certain awards set forth in this table for the named2020 by employees who were executive officers were granted in 2018 and therefore are also included in the Summary Compensation Table and in the Grants of Plan-Based Awards Table set forth in this proxy statement and are not additional awards.

for 2019.
Name and PositionRestricted Stock Units (#)Restricted Stock Units ($) 
Peter T. Dameris, Chief Executive Officer175,805
$500,000 
Theodore S. Hanson, President92,998
—
 
Edward L. Pierce, Executive Vice President and Chief Financial Officer54,714
—
 
Randolph C. Blazer, President, Apex Systems136,251
—
 
George H. Wilson, President, ECS43,860
—
 
All current executive officers as a group (six persons)526,390
$500,000 
All current non-employee directors as a group (eight persons)9,200
—
 
Jeremy M. Jones, Chairman of the Board1,150
—
 
William E. Brock, Director1,150
—
 
Brian J. Callaghan, Director1,150
—
 
Jonathan S. Holman, Director1,150
—
 
Mariel A. Joliet, Director1,150
—
 
Marty R. Kittrell, Director1,150
—
 
Arshad Matin, Director1,150
—
 
Edwin A. Sheridan, IV, Director1,150
—
 
Each associate of any such directors, executive officers or nominees—
—
 
Each other person who received or is to receive 5% of such options or rights—
—
 
All employees except current executive officers as a group811,560
—
 
Name
No. of Shares(1)
Dollar Value(2)
  
 Theodore S. Hanson1,101$74,980  
Edward L. Pierce--  
Randolph C. Blazer821$54,445  
George H. Wilson--  
Jennifer H. Painter1,088$74,979  
Peter T. Dameris574$44,382  
     
All current executive officers (as a group)(1)


3,584$248,785  
All current non-executive officer directors (as a group)


N/AN/A  
ESPP participants who are five percent holders--  
All current employees (as a group)1,337,600$60,376,130  
(1)Based on the closing price of our common stock on the applicable purchase date.
(2)
Includes purchases made by current named executive officers since inception of the ESPP.



5153


Vote Required

Approval of Proposal Two requires a FOR vote of the majority of shares present in person or by proxy at the Annual Meeting and entitled to vote on thatthe proposal.

Board Recommendation

The affirmative vote of the holders of a majority of the Company’s voting shares represented and entitled to vote on this proposal at the Annual Meeting is required for approval of the Amended 2010 Plan.ESPP. Our Board unanimously recommends that our stockholders vote “FOR” the Amended 2010 Plan.ESPP.



5254


PROPOSAL THREE – ADVISORY VOTE ON EXECUTIVE COMPENSATION

The Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 enables our stockholders the opportunity to cast an advisory, non-binding vote on executive compensation disclosed in this Proxy Statement and as required by Item 402 of Regulation S‑K. Stockholders are being asked to vote on the following advisory resolution:
 
RESOLVED, that the 20182019 compensation paid to ASGN’s named executive officers, as disclosed pursuant to Item 402 of Regulation S-K, including the Executive Compensation Discussion and Analysis, compensation tables and narrative discussion, is hereby APPROVED.
 
We believe that it is appropriate to seek the views of stockholders on the design and effectiveness of the Company’s executive compensation program. The Company’s goal for its executive compensation program is to attract, motivate and retain a talented team of executives who will provide leadership for the Company’s success. We attempt to accomplish this goal in a way that aligns with the long-term interests of our stockholders. We are committed to responsible compensation practices and structures and strive to balance the need to compensate our employees fairly and competitively based on their performance, while assuring that their compensation reflects principles of sound business practice and performance metrics that reward long-term success. This advisory vote is referred to as “say-on-pay.” In light of the fact that a majority of the votes cast at our 2017 annual meeting of stockholders voted in favor of holding an annual advisory vote, our Board has decided that we will hold an annual advisory vote on the compensation of our named executive officers. To that end, we expect our next say-on-pay vote, after the one to be held at the Annual Meeting, to be held at our Annual Meeting of Stockholders in 2020.2021.
 
The Executive Compensation Discussion and Analysis of this Proxy Statement summarizes our executive compensation program and the Compensation Committee’s decisions regarding 20182019 and 2020 compensation. Highlights of the 20182019 executive compensation program and our 20182019 performance include: 

In 2018,December 2019, the Compensation Committee approved a clawback policy that requires the Company to seek reimbursement or forfeiture of any annual incentive payment, bonus, or long-term performance-based equity award to a named executive officer that was approved, awarded, paid, or granted to such officer under certain circumstances,
In December 2019, two of our executives, including our Chief Financial Officer, agreed to terminate their change in control severance agreements, which eliminated single-trigger acceleration of equity upon a change in control event, and eliminated the tax gross up provision for severance to be paid in connection with a change in control event for Mr. Brill.
In September 2019, the Board of Directors approved a Hedging and Pledging Transactions Policy that restricts directors and executive officers from pledging as collateral or hedging any of the Company's securities, including prepaid variable forward contracts, equity swaps, collars, etc.
In 2019, the Company had the highest revenues, net income and Adjusted EBITDA in its history. Revenues grew to $3.5$3.9 billion on a pro forma basis representing an increase of $335.3$524.1 million or 10.415.4 percent over the prior year (or 8.8 percent on a pro forma basis), which is more than doublean organic growth of 2.5 times the four3.6 percent average growth rate that was projected for 2019 weighted for the information technology (IT) staffing industry formarkets in which ASGN participates. Net income was $174.7 million in 2019, and $157.7 million in 2018. Adjusted EBITDA for purposes of determining performance targets grew to $423.8$455.5 million representing an increase of $43.4$31.7 million, or 11.47.5 percent over the prior year. Cash incentive bonuses and performance-based vesting RSUs granted to our named executive officers in 20182019 were substantially earned and vested based on our strong financial performance.
Since the closing of the ECS acquisition on April 2, 2018 through December 31, 2018,In 2019, the Company repaid $276.0$83.0 million of debt.debt, bought back $20.0 million of the Company's shares under its repurchase program, and paid cash for two acquisitions of entities in the aggregate of 113.0 million.
In 2018,2019, all of the equity awards granted to named executive officers were conditioned upon the achievement of performance targets with the exception of a special grant to our Chief Executive OfficerMs. Painter in June 2019 for her services supporting the CEO transition and related toactions with added retentive value as the successful completion of the Company’s largest acquisition in its history, which also opened up the $129 billion government contract industry for the Company to offer its services.RSUs do not vest until December 2023.
The Compensation Committee has placed a strong emphasis on performance-based compensation, with the majority of annual cash compensation for named executive officers being based upon achievement of performance targets.
As noted above, the named executive officers received annual equity awards in the form of RSUs in 2018,2019, all of which are earned based on achievement of specified performance goals that we believe correlate to increased shareholder value. If such goals are achieved, the awards will vest over a period of time, which aligns with the long-term interests of our stockholders. These RSU awards are intended as a long-term incentive and should be viewed as compensation over the vesting period not as compensation only for 2018.2019. Further, the Compensation Committee determined that the 2020 RSU grants for executives would have a three-year performance goal, and would vest in full upon certification of achievement of performance for the three-year goal.

Stockholders are urged to read the Executive Compensation Discussion and Analysis, compensation tables and narrative discussion in this Proxy Statement because these sections discuss our compensation philosophy and practices in detail.
 
The advisory vote set forth in this Proposal Three is not binding upon the Company. However, the Compensation Committee, which is responsible for designing and administering the Company’s executive compensation program, values the opinions expressed by stockholders. The Compensation Committee will consider the outcome of this vote when making future compensation decisions for our executive officers.


55


Vote Required
 
Approval of Proposal Three requires a FOR vote of the majority shares present in person or by proxy at the Annual Meeting and entitled to vote on that proposal.

Board Recommendation
 
The Board unanimously recommends a vote FOR Proposal Three for approval of the resolution above regarding the Company's named executive officers' 20182019 compensation.

5356


PROPOSAL FOUR – RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Audit Committee of the Board has appointed the firm of Deloitte & Touche LLP ("Deloitte & Touche") as our independent registered public accounting firm to audit ASGN’s consolidated financial statements for the fiscal year ending December 31, 2019,2020, and is asking stockholders to ratify this appointment at the Annual Meeting.
 
Starting with its appointment in 1987 to audit ourthe 1986 consolidated financial statements of a predecessor entity, Deloitte & Touche, or its predecessor firms, has continually served as our independent registered public accounting firm and performed annual audits of our consolidated financial statements. A representative of Deloitte & Touche is expected to be present at the Annual Meeting, will have the opportunity to make a statement if he or she desires to do so, and will be available to respond to appropriate questions. Information regarding fees billed by Deloitte & Touche for the years ended December 31, 20182019 and December 31, 20172018 is set forth herein.
 
Our Bylaws do not require that stockholders ratify the appointment of our independent registered public accounting firm. We are seeking ratification because we believe it is a matter of good corporate governance practice. In the event that stockholders fail to ratify the appointment, the Audit Committee will reconsider whether or not to retain Deloitte & Touche, but may ultimately determine to retain Deloitte & Touche as our independent registered public accounting firm. Even if the appointment is ratified, the Audit Committee, in its sole discretion, may direct the appointment of a different independent registered public accounting firm at any time during the year if the Audit Committee determines that such a change would be in the best interests of ASGN and itsour stockholders.
 
Principal Accountant Fees and Services
 
The following table sets forth fees for professional services rendered by Deloitte & Touche for the audit of ASGN’s financial statements for fiscal years 20182019 and 2017,2018, and fees billed for tax and all other services rendered by Deloitte & Touche for fiscal years 20182019 and 2017:2018:

 2018 2017 2019 2018
Audit Fees (1)
$3,425,700
 $2,690,000
$3,425,500
 $3,425,700
Audit-related Fees (2)
$1,137,100
 $822,600
 1,557,700
 1,137,100
Tax Fees (3)
$30,000
 $—
 25,400
 30,000

There were no other fees paid to Deloitte & Touche during the years presented.
  
(1)    Represents aggregate fees for professional services provided in connection with the audit of our annual financial statements, review of our quarterly financial statements, audit services provided in connection with other statutory or regulatory filings, and the audit of internal controls pursuant to section 404 of the Sarbanes-Oxley Act of 2002.
(2)    Represents fees for services provided to ASGN that are for assurance and related services, and are reasonably related to the performance of the audit or review of our financial statements. These services include, but are not limited to, due diligence for acquisitions and internal control reviews. None of these fees were for services related to the design or implementation of financial information systems.
(3)    Represents fees for tax advisory services.

Vote Required
 
The ratification of the appointment of Deloitte & Touche requires a FOR vote of the majority shares present in person or by proxy at the Annual Meeting and entitled to vote on that proposal.

Board Recommendation
 
Our Board unanimously recommends that our stockholders vote FOR the ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the year ending December 31, 2019.2020. Unless a contrary choice is specified, shares represented by proxies will be voted FOR ratification of the appointment.



5457


REPORT OF THE AUDIT COMMITTEE
 
To the extent that this Proxy Statement is incorporated by reference into any other filing by ASGN under the Securities Act or the Exchange Act, this section entitled “Report of the Audit Committee” will not be deemed incorporated, unless specifically provided otherwise in such filing.
 
In 2018,2019, the Audit Committee consisted of Messrs. Kittrell (Chairman), Callaghan Jones and Kittrell. Mr. Kittrell serves as Chairman.Jones. Ms. Joliet served as an observeradviser to the committee. The Audit Committee members are not professional accountants or auditors, and their role is not intended to duplicate or certify the activities of management and the independent registered public accounting firm, nor can the Audit Committee certify that the independent registered public accounting firm is “independent” under applicable rules. The Audit Committee serves a Board-level oversight role, in which it provides advice, counsel and direction to management and the independent registered public accounting firm on the basis of the information it receives, discussions with management and the independent registered public accounting firm, and the experience of the Audit Committee’s members in business, financial and accounting matters.
 
Pre-approval of Audit and Non-Audit Services

All audit-related services, tax services and other services performed by our independent registered public accounting firm were pre-approved by the Audit Committee, which concluded that the provision of these services by Deloitte & Touche LLP was compatible with the maintenance of Deloitte & Touche LLP’s independence in the conduct of its auditing functions. The Audit Committee Charter, amended on September 21, 2016, and amended again in April 2018 to address the Company's name change, provides for pre-approval of policies and procedures with respect to the approval of audit or non-audit services consistent with applicable laws, rules and regulations, and the requirements of the NYSE. Pursuant to such policies and procedures, the Audit Committee may delegate to a member the authority to pre-approve certain auditing services and non-audit services.
 
Filing of Audited Financial Statements with Annual Report for 20182019

The Audit Committee reviewed and discussed ASGN’s audited consolidated financial statements for the year ended December 31, 20182019 with management. The Audit Committee also discussed with Deloitte & Touche LLP, ASGN’s independent registered public accounting firm, the accountant’s responsibilities, any significant issues arising during the audit and other matters required to be discussed by Auditing Standards No. 16, as adopted by the Public Company Accounting Oversight Board. The Audit Committee received the written disclosures and letter from ASGN’s independent registered public accounting firm required by applicable requirements of the Public Company Accounting Oversight Board regarding the independent registered public accounting firm’ communications with the Audit Committee concerning independence and has discussed with ASGN’s accountants its independence. Based on its review of such documents and the discussions noted above, the Audit Committee recommended to the Board that ASGN’s consolidated financial statements for the year ended December 31, 20182019 be included in its Annual Report on Form 10-K for that fiscal year for filing with the SEC.
 
Respectfully submitted,
 
Marty R. Kittrell Chairman(Chairman)
Brian J. Callaghan
Jeremy M. Jones

 


5558


CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS
 
The Audit Committee is responsible for review, approval or ratification of specific transactions involving the Company in which a “related person” has a direct or indirect material interest. Under SEC rules, “related persons” include directors, officers, nominees for director, five percent stockholders and their immediate family members. Information about our directors and executive officers and persons related to them is collected and updated through annual Directors and Officers Questionnaires. Directors and executive officers provide the names of the entities with which they, and their immediate family members, are affiliated, including board memberships, executive officer positions and charitable organizations. As needed, the Company’s legal department prepares requests for pre-approval or ratification of transactions or relationships involving related persons or parties with which the Company expects to do business. The Audit Committee reviews these requests and, if appropriate, pre-approves or ratifies each transaction or relationship and/or an annual spending limit for the same. In the past few years, there have been several transactions which have been reviewed and approved by the Audit Committee pursuant to the process outlined above, and they are set forth below.

Apex Systems leases three properties located in Glen Allen, Virginia for its corporate headquarters. Two of these properties, Cox Road and Sadler Place, are owned by ASI Partners, LLC and ASI Partners Sadler Place, LLC, respectively. These entities are wholly owned by Messrs. Callaghan, Hanson, Sheridan and another founder of Apex Systems. The leases for the Cox Road and Sadler Place properties were renegotiated and renewed effective January 1, 2015 with 10-year lease terms.terms, and are currently in escrow to be sold to a third party. Upon completion of the sale of these properties, they will no longer be related party transactions. Rent paid for these properties aggregated approximately $1.3 million in each of 2018 and $1.2 million in 2017,2019, and the portion allocated to each of Messrs. Callaghan and Sheridan in 20182019 was $396,840,$421,831, and was $62,659$66,605 for Mr. Hanson.

Apex Systems hired Christopher Hanson as a Consulting Services Director in 2015. Mr. C. Hanson is the brother of our President, Theodore Hanson, and receives a base salary and is eligible to receive an incentive bonus commensurate with his position and experience. Mr. C. Hanson does not report to, nor is his compensation reviewed or directed by, Mr. T. Hanson.

In 2017, we engaged the services of Arnold & Porter Kaye Scholer LLC to defend a litigation matter in Houston, Texas. Mr. Dameris' brother, Thad Dameris, is a partner of the firm but has not billed any time to the matter. We paid the firm $272,022 and $212,450 for services provided in 2018 and 2017, respectively.

Ms. Joliet's husband John Joliet is a partner at American Discovery Capital, LLC ("ADC"), a firm we engaged to provide banking advisory services in connection with the acquisition of ECS which occurred in April 2018. We paid ADC $1.5 million for their services in connection with the acquisition. Mr. Joliet did not provide any services to ASGN.
DELINQUENT SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCEREPORTS
 
Section 16(a) of the Exchange Act requires each of our directors and officers and each beneficial owner of more than 10 percent of a registered class of our equity securities to file with the SEC reports of beneficial ownership and subsequent reports regarding changes in such ownership. Based on our records and other information, we believe that each person who was subject to Section 16(a) during 20182019 filed on a timely basis all such reports required for the year, with the exception thatof a return of 87 shares from an exchange fundone-day delay in filing a Form 4 for Mr. Jones in 2017 was not reported until February 2018.March 2019.

OTHER MATTERS
 
As of the date of this Proxy Statement, the Board does not know of any matters to be presented at the Annual Meeting other than those specifically set forth above. If other matters should properly come before the Annual Meeting or any adjournment thereof, the persons named as proxies in the enclosed proxy card intend to vote the shares represented by them in accordance with their best judgment with respect to such matters.

WHERE YOU CAN FIND ADDITIONAL INFORMATION
 
ASGN files annual, quarterly and current reports, proxy statements and other information with the SEC electronically. The SEC maintains an internet site sec.gov that contains reports, proxy and information statements, and other information technology regarding issuers that file electronically with the SEC. You may also read and copy any of our reports that are filed with the SEC by visiting:
 
•Our website, asgn.comwww.asgn.com; or
•By contacting our Investor Relations Department at (818) 878-7900.

You may also obtain print copies of reports, proxy statements or other information concerning us, including any document incorporated by reference in this Proxy Statement, without charge, by written or telephonic request directed to us at ASGN Incorporated, Attention: Investor Relations, 26745 Malibu Hills Road, Calabasas, California 91301; tel: (818) 878-3136. If you would like to request printed documents, please do so by June 3, 20198, 2020 in order to receive them before the Annual Meeting.

5659




INCORPORATION BY REFERENCE
 
The SEC allows us to “incorporate by reference” into this Proxy Statement documents that we file with the SEC. This means that we can disclose important information to you by referring you to those documents. The information incorporated by reference is considered to be part of this Proxy Statement, and later information that we file with the SEC will update and supersede that information. We incorporate by reference the documents listed below and any documents filed pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this Proxy Statement and prior to the date of the Annual Meeting:
 
Company Filings:Period (if applicable):
Annual Report on Form 10-KYear ended December 31, 20182019
 
A copy of ASGN’s Annual Report to Stockholders for the year ended December 31, 20182019 on Form 10-K has been mailed concurrently with this Proxy Statement to all stockholders entitled to notice of and to vote at the Annual Meeting, or was referenced in the Notice of Internet Availability of Proxy Materials.

PROPOSALS BY STOCKHOLDERS
 
Proposals that stockholders intend to present at the 20202021 Annual Meeting of Stockholders pursuant to Rule 14a-8 of the Exchange Act must be received at ASGN’s principal executive offices in Calabasas, California no later than December 26, 2019,27, 2020, for inclusion in the proxy material for that meeting. Pursuant to ASGN’s Bylaws, proposals submitted other than pursuant to Rule 14a-8 or director nominations, must be delivered to the Secretary not less than 30 days nor more than 60 days prior to the date of the meeting. Proposals for director nominations must be delivered to the Secretary not earlier than the close of business on the 120th day and not later than the close of business on the 90th day prior to the first anniversary of the 20182020 annual meeting. Stockholder notices should be delivered to the Secretary at ASGN Incorporated, 26745 Malibu Hills Road, Calabasas, California 91301.

MISCELLANEOUS
 
The cost of soliciting proxies on behalf of the Board will be borne by ASGN. The solicitation will be primarily by mail. In addition to the use of mail, some of the officers, directors, and employees of ASGN and its subsidiaries may solicit proxies by telephone, electronic mail or personal interview without additional remuneration for such activity. ASGN intends to reimburse banks, brokerage houses, and other institutions, custodians, nominees and fiduciaries for reasonable expenses in forwarding proxy material to their principals.


By Order of the Board,
  
Secretary
 
Jennifer Hankes Painter
April 25, 2019__, 2020
Calabasas, California
 

 


5760


ANNEX A

Performance Target Adjusted EBITDA
for the Year Ended December 31, 20182019
Net income$157,705,661
$174,734,649
Income from discontinued operations, net of income taxes278,124
144,892
Interest expense55,973,469
52,924,431
Write-off of loan costs18,933,688
Provision for income taxes46,190,884
61,953,090
Depreciation36,469,023
40,086,893
Amortization of intangible assets58,506,432
51,097,442
EBITDA355,123,593
399,875,085
  
Equity-based compensation31,487,757
39,286,682
Write-off of intangible assets3,284,170
Acquisition, integration and strategic planning expenses16,647,013
6,555,642
Adjusted EBITDA403,258,363
449,001,579
Pro Forma Adjustment for ECS acquisition16,400,680
Adjustments for performance target (includes litigation expenses, certain management severance, adjustments for the effect of changes in foreign exchange rates and other de minimis costs)4,149,344
Adjustments for performance target (includes litigation expenses, CEO and certain other management severance, adjustments for the effect of changes in foreign exchange rates and other de minimis costs)6,487,091
Performance target Adjusted EBITDA$423,808,387
$455,488,670



ANNEX B

Proposed Second AmendedThe redlined revisions below are intentional and Restated ASGN Incorporatedshow the proposed edits made to the plan for
2010 Incentive Award Planstockholder approval.



ARTICLE 1.

PURPOSE

ASGN INCORPORATED
The purpose of this SecondSECOND AMENDED AND RESTATED
2010 EMPLOYEE STOCK PURCHASE PLAN
ASGN Incorporated, a Delaware corporation, hereby adopts the Amended and Restated ASGN Incorporated 2010 Incentive AwardEmployee Stock Purchase Plan, effective as of March 18, 2010, approved by stockholders on June 3, 2010, amended on September 8, 2013 and September 9, 2017, and amended and restated as of April 26, 2018. From and after the effective date of this Plan, no further options shall be granted under the On Assignment, Inc. Employee Stock Purchase Plan previously adopted on March 1, 1993 (the “Prior Plan”) is to promote the success and enhance the value of ASGN Incorporated (the “.Company”) by linking the individual interests
The purposes of the membersPlan are as follows:
(1)    To assist Eligible Employees of the Board, Employees,Company and Consultantsits Designated Subsidiaries (as defined below) in acquiring stock ownership in the Company pursuant to thosea plan which is intended to qualify as an “employee stock purchase plan,” within the meaning of Section 423(b) of the Company’s stockholdersCode (as defined below).
(2)    To help such employees provide for their future security and by providing such individuals with an incentive for outstanding performance to generate superior returnsencourage them to remain in the Company’s stockholders. The Plan is further intended to provide flexibility toemployment of the Company inand its ability to motivate, attract, and retain the servicesSubsidiary Corporations.
1.DEFINITIONS. Whenever any of members of the Board, Employees, and Consultants upon whose judgment, interest, and special effort the successful conduct of the Company’s operation is largely dependent.

ARTICLE 2.

DEFINITIONS AND CONSTRUCTION

Wherever the following terms areis used in the Plan theywith the first letter or letters capitalized, it shall have the meanings specified below,following meaning unless the context clearly indicates otherwise. Theto the contrary (such definitions to be equally applicable to both the singular pronoun shall includeand the plural whereforms of the context so indicates.terms defined):
2.1(a)    “AdministratorAccount” shall meanmeans the entity that conducts the general administration of the Plan as provided in Article 12 hereof. With reference to the duties of the Committee under the Plan which have been delegated to one or more persons pursuant to Section 12.6 hereof, or which the Board has assumed, the term “Administrator” shall refer to such person(s) unless the Committee or the Board has revoked such delegation or the Board has terminated the assumption of such duties.

2.2     “Affiliate” shall mean any Parent or Subsidiary.

2.3    “Applicable Accounting Standards” shall mean Generally Accepted Accounting Principles in the United States, International Financial Reporting Standards or such other accounting principles or standards as may apply to the Company’s financial statements under United States federal securities laws from time to time.

2.4    “Award” shall mean an Option,account established for a Restricted Stock Award, a Restricted Stock Unit Award, a Performance Award, a Dividend Equivalent Award, a Deferred Stock Award, a Stock Payment Award, a Stock Appreciation Right, an Other Incentive Award or a Performance Share Award, which may be awarded or grantedParticipant under the Plan.

2.5(b)    “Award AgreementAgent” shall mean any written notice, agreement, contractmeans the brokerage firm, bank or other instrumentfinancial institution, entity or document evidencingperson(s), if any, engaged, retained, appointed or authorized to act as the agent of the Company or an Award, including through electronic medium, which shall contain such terms and conditionsEmployee with regard to the Plan.
(c)    “Authorization”means a Participant’s payroll deduction authorization with respect to an AwardOffering provided by such Participant in accordance withhas the meaning set forth inSection 3(b) hereof.
(d)    “Authorized Leave of Absence” means military leave, sick leave, or other bona fide leave of absence from service with the Company or a Company Subsidiary if the period of the leave does not exceed three months, or, if longer, so long as the Administrator shall determine, consistentindividual’s right to reemployment with the Plan.Company or a Company Subsidiary is guaranteed either by statute or contract.

2.6(e)    “Board” shall meanmeans the Board of Directors of the Company.

2.7    “Change in Control” shall mean the occurrence of any of the following events:

(a)A transaction or series of transactions (other than an offering of SharesCompany, as constituted from time to the general public through a registration statement filed with the Securities and Exchange Commission) whereby any “person” or related “group” of “persons” (as such terms are used in Sections 13(d) and 14(d)(2) of the Exchange Act) (other than the Company, any of its Parents or Subsidiaries, an employee benefit plan maintained by the Company or any of its Parents or Subsidiaries or a “person” that, prior to such transaction, directly or indirectly controls, is controlled by, or is under common control with, the Company) directly or indirectly acquires beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act) of securities of the Company possessing more than fifty percent (50%) of the total combined voting power of the Company’s securities outstanding immediately after such acquisition; or

(b)The consummation by the Company (whether directly involving the Company or indirectly involving the Company through one or more intermediaries) of (x) a merger, consolidation, reorganization, or business combination or (y) a sale or other disposition of all or substantially all of the Company’s assets or (z) the acquisition of assets or stock of another entity, in each case, other than a transaction:time.
(i)Which results in the Company’s voting securities outstanding immediately before the transaction continuing to represent (either by remaining outstanding or by being converted into voting securities of the Company or the person that, as a result of the transaction, controls, directly or indirectly, the Company or owns, directly or indirectly, all or substantially all of the Company’s

assets or otherwise succeeds to the business of the Company (the Company or such person, the “Successor Entity”)) directly or indirectly, at least a majority of the combined voting power of the Successor Entity’s outstanding voting securities immediately after the transaction, or
(ii)After which no person or group beneficially owns voting securities representing 50% or more of the combined voting power of the Successor Entity; provided, however, that no person or group shall be treated for purposes of this Section 2.7(b)(ii) as beneficially owning 50% or more of combined voting power of the Successor Entity solely as a result of the voting power held in the Company prior to the consummation of the transaction.
Notwithstanding the foregoing, if a Change in Control constitutes a payment event with respect to any Award which provides for the deferral of compensation that is subject to Section 409A of the Code, to the extent required to avoid the imposition of additional taxes under Section 409A of the Code, the transaction or event described in subsection (a) or (b), with respect to such Award shall only constitute a Change in Control for purposes of the payment timing of such Award if such transaction also constitutes a “change in control event,” as defined in Treasury Regulation §1.409A-3(i)(5).
Consistent with the terms of this Section 2.7, the Administrator shall have full and final authority to determine conclusively whether a Change in Control of the Company has occurred pursuant to the above definition, the date of the occurrence of such Change in Control and any incidental matters relating thereto.
2.8(f)    “Code” shall meanmeans the Internal Revenue Code of 1986, as amended from time to time, together with the regulations and official guidance promulgated thereunder, whether issued prior or subsequent to the grant of any Award.amended.

2.9(g)    “Committee” shall meanmeans the Compensation Committeecommittee of the Board or another committee or subcommittee ofappointed to administer the Board described in ArticlePlan pursuant to Section 12 hereof.

2.10    “Common Stock” shall mean the common stock of the Company, par value $.01 per share.

2.11(h)    “Company” shall meanmeans ASGN Incorporated, a Delaware corporation.corporation, or any successor corporation or entity.

2.12    “Consultant” shall mean(i)    “Compensation” of an Employee means the regular straight-time earnings or base salary, commissions, cash bonuses and other cash incentive-type payments paid to the Employee from the Company or any consultant or adviser engaged to provideDesignated Subsidiary on each Payday as compensation for services to the Company or any Affiliate that qualifies as a consultant underDesignated Subsidiary after deduction for any salary deferral contributions made by the applicable rulesEmployee to any tax-qualified or nonqualified deferred compensation plan of the Securities and Exchange Commission for registration of shares on a Form S-8 Registration StatementCompany or any successor Form thereto.Designated Subsidiary (other than contributions made pursuant to sections 125 or 401(k) of the Code). “Compensation” does not include any overtime payments, non-cash incentive-type payments, education or tuition


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reimbursements, imputed income arising under any Company or Designated Subsidiary group insurance or benefit program, travel expenses, business and moving reimbursements, income received in connection with stock options, restricted stock, restricted stock units or other compensatory equity awards and all contributions made by the Company or any Designated Subsidiary for the Employee’s benefit (other than contributions made pursuant to sections 125 or 401(k) of the Code) under any employee benefit plan now or hereafter established. Such Compensation shall be calculated before deduction of any income or employment tax withholdings.

2.13(j)    “CoveredDate of Exercise” of any Option means the date on which such Option is exercised, which shall be the last Trading Day of the Offering Period with respect to which the Option was granted in accordance with Section 4(a) hereof (except as provided in Section 9 hereof ).
(k)    “Date of Grant” of any Option means the date on which such Option is granted, which shall be the first Trading Day of the Offering Period with respect to which the Option was granted, in accordance with Section 3(a) hereof.
(l)    “Date of Termination” means the date on which an individual ceases to be an Employee (taking into account any Authorized Leave of Absence).
(m)    “Designated Subsidiary” means any Subsidiary Corporation designated by the Committee or the Board in accordance with Section 13 hereof.
(n)    “Disability” shall have the meaning provided in an applicable employment agreement between the Participant and the Company or a Parent Corporation or Subsidiary Corporation or, if no such agreement exists or such agreement does not contain an applicable definition, Disability shall mean the Participant’s total and permanent disability as defined in section 22(e)(3) of the Code.
(o)    “Eligible Employee” means an Employee of the Company or any Designated Subsidiary who does not, immediately after the Option is granted, own (directly or through attribution) stock possessing five percent or more of the total combined voting power or value of all classes of Stock or other stock of the Company, a Parent Corporation or a Subsidiary Corporation (as determined under Section 423(b)(3) of the Code). For purposes of the foregoing, the rules of Section 424(d) of the Code with regard to the attribution of stock ownership shall meanapply in determining the stock ownership of an individual, and stock which an Employee may purchase under outstanding options shall be treated as stock owned by the Employee. Notwithstanding the foregoing, the Committee may determine in its discretion, and if so determined, shall set forth in the terms of the applicable Offering, that an Employee of the Company or any Designated Subsidiary shall not be eligible to participate in such Offering if: (1) such Employee has been in the employ of the Company or any Designated Subsidiary for less than two years (or any shorter period); (2) such Employee’s customary employment with the Company or any Designated Subsidiary is twenty hours or less per week and/or not more than five months per calendar year (or any lesser number of hours per week or months per calendar year); (3) such Employee is a “highly compensated employee” of the Company or any Designated Subsidiary (within the meaning of Section 414(q) of the Code), or is such a “highly compensated employee” (A) with compensation above a specified level, (B) who is an officer and/or could become,(C) is subject to the disclosure requirements of Section 16(a) of the Exchange Act; and/or (4) such employee is a “covered employee”citizen or resident of a foreign jurisdiction and the grant of an Option under the Plan or Offering is prohibited under the laws of such foreign jurisdiction, or compliance with the laws of such foreign jurisdiction would cause the Plan or Offering to violate the requirements of Section 423 of the Code; provided, that any exclusion in clauses (1), (2), (3) and (4) shall be applied in an identical manner under each Offering to all employees of the Company and all Designated Subsidiaries, in accordance with Treasury Regulation Section 1.423-2(e).
(p)    “Employee” means an individual who renders services to the Company or a Designated Subsidiary in the status of an “employee,” within the meaning of Code Section 162(m)3401(c) and the regulations thereunder. During an Authorized Leave of Absence meeting the Code.

2.14    “Deferred Stock”requirements of Treasury Regulation Section 1.421-1(h)(2), an individual shall mean a right to receive Shares awarded under Section 9.4 hereof.

2.15    “Director” shall mean a member of the Board,be treated as constituted from time to time.

2.16    “Dividend Equivalent” shall mean a right to receive the equivalent value (in cash or Shares) of dividends paid on Shares, awarded under Section 9.2 hereof.

2.17    “DRO” shall mean a “domestic relations order” as defined by the Code or Title I of the Employee Retirement Income Security Act of 1974, as amended from time to time, or the rules thereunder.

2.18    “Effective Date” shall mean March 27 18, 20190, the date the Plan was originallyapproved by the Board, subject to approval of the Plan by the Company’s stockholders.

2.19    “Eligible Individual” shall mean any person who is an Employee a Consultant or a Non-Employee Director, as determined by the Administrator.

2.20    “Employee” shall mean any officer or other employee (as determined in accordance with Section 3401(c) of the Code) of the Company or ofDesignated Subsidiary that employs such individual immediately prior to such leave. “Employee” shall not include any Affiliate.

2.21    “Equity Restructuring” shall mean a nonreciprocal transaction betweendirector of the Company and its stockholders, such asor a stock dividend, stock split, spin-off, rights offering or recapitalization through a large, nonrecurring cash dividend, that affectsDesignated Subsidiary who does not render services to the number or kind of shares of Common Stock (or other securities of the Company)Company or the share price of Common Stock (or other securities) and causes a changeDesignated Subsidiary in the per share valuestatus of an “employee,” within the Common Stock underlying outstanding Awards.meaning of Code Section 3401(c).

2.22(q)    “Exchange Act” shall meanmeans the Securities Exchange Act of 1934, as amended from time to time.amended.

2.23(r)    “Fair Market Value” shall mean, as of any given date, the value of a Shareshare of Stock determined as follows:

    (a)

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(i)    If the Common Stock is (i)(A) listed on any established securities exchange (such as the New York Stock Exchange, the NASDAQ Global Market and the NASDAQ Global Select Market), (ii)(B) listed on any national market system or (iii)(C) listed, quoted or traded on any automated quotation system, its Fair Market Value shall be the closing sales price for a share of Common Stock as quoted on such exchange or system for such date or, if there is no closing sales price for a share of Common Stock on the date in question, the closing sales

price for a share of Common Stock on the last preceding date for which such quotation exists, as reported in The Wall Street Journal or such other source as the AdministratorCommittee deems reliable;

(b)(ii)    If the Common Stock is not listed on an established securities exchange, national market system or automated quotation system, but the Common Stock is regularly quoted by a recognized securities dealer, its Fair Market Value shall be the mean of the high bid and low asked prices for such date or, if there are no high bid and low asked prices for a share of Common Stock on such date, the high bid and low asked prices for a share of Common Stock on the last preceding date for which such information exists, as reported in The Wall Street Journal or such other source as the AdministratorCommittee deems reliable; or

(c)(iii)    If the Common Stock is neither listed on an established securities exchange, national market system or automated quotation system nor regularly quoted by a recognized securities dealer, its Fair Market Value shall be established by the AdministratorCommittee in good faith.
(s)    “Offering” means each distinct offering of Options made under this Plan, within the meaning of Treasury Regulation 1.423-2(a).
(t)    “Offering Period” means the period, which shall be set by the Committee, with respect to which Options are granted to Eligible Employees under an Offering; provided, that the duration of any Offering Period can be no less than three months and no more than 27 months, and shall be six months unless otherwise specified by the Committee in the terms of the Offering.
(u)    “Option” means an option to purchase shares of Stock granted under the Plan to a Participant in accordance with Section 3(a) hereof.
(v)    “Option Price” means the purchase price per share of Stock determined in accordance with Section 4(b) hereof.
(w)    “Parent Corporation” means any entity that is a parent corporation of the Company within the meaning of Section 424 of the Code and the regulations promulgated thereunder.
(x)    “Participant” means an Eligible Employee who has elected to participate in an Offering under the Plan, in accordance with the provisions of Section 3(b) hereof.
(y)    “Payday” means the regular and recurring established day for payment of Compensation to an Employee of the Company or any Designated Subsidiary or, in the case of any cash bonuses and other cash incentive-type payments, any other payment date established by the Company with respect to such amounts.
(z)    “Plan” means this Second Amended and Restated ASGN Incorporated 2010 Employee Stock Purchase Plan, as amended and/or restated from time to time.
(aa)     “Stock” means the shares of the Company’s Common stock, $.01 par value per share.
(bb)    “Subsidiary Corporation” means any entity that is a subsidiary corporation of the Company within the meaning of Section 424 of the Code and the regulations promulgated thereunder. In addition, with respect to any sub-plans adopted under Section 12(c) hereof which are designed to be outside the scope of Section 423 of the Code, Subsidiary Corporation shall include any corporate or non-corporate entity in which the Company has a direct or indirect equity interest or significant business relationship.
(cc)    “Trading Day” means a day on which the principal securities exchange on which the Stock is listed is open for trading or, if the Stock is not listed on a securities exchange, shall mean a business day, as determined by the Committee in good faith.


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2.242.    STOCK SUBJECT TO THE PLAN. Subject to the provisions of Section 9 hereof (relating to adjustments upon changes in the Stock) and Section 11 hereof (relating to amendments of the Plan), the Stock that may be sold pursuant to Options granted under the Plan shall not exceed in the aggregate 3,500,000 shares of Stock. The shares of Stock sold pursuant to Options granted under the Plan may be unissued shares or treasury shares of Stock, or shares reacquired in private transactions or open market purchases. If and to the extent that any right to purchase reserved shares is not exercised by any Participant for any reason, or if such right to purchase shall terminate as provided herein, shares that have not been so purchased hereunder shall again become available for the purposes of this Plan, unless this Plan shall have been terminated, but all shares sold under this Plan, regardless of source, shall be counted against the share limitation set forth above.
3.    GRANT OF OPTIONS.
(a)    Offerings. The Company may make one or more Offerings under the Plan which may be successive and/or overlapping with one another until the earlier of: (1) the date on which the number of shares of Stock available under the Plan have been sold, or (2) the date on which the Plan is suspended or terminates. The Committee shall designate the terms and conditions of each Offering in writing, including without limitation, the Offering Period, the groups of Eligible Employees who may elect to participate in accordance with Section 3(b) hereof (which groups of Eligible Employees may vary from Offering to Offering, subject in all cases to the eligibility requirements of Section 423 of the Code and the Treasury Regulations thereunder) and any maximum number of shares of Stock that may be sold under a particular Offering, if applicable. Each Participant shall be granted an Option with respect to an Offering on the Date of Grant for the applicable Offering Period. Each Option shall expire on the Date of Exercise for such Offering Period immediately after the automatic exercise of the Option in accordance with Section 4(a) hereof, unless such Option terminates earlier in accordance with Section 5, 6 or 9 hereof. The number of shares of Stock subject to a Participant’s Option shall equal the cumulative payroll deductions authorized by such Participant in accordance with subsection (b) for the Offering Period (if any), divided by the Option Price for the Option; provided, that the number of shares of Stock subject to such Option shall not exceed the number determined in accordance with Section 3(c) hereof. In connection with each Offering under the Plan, the Committee may specify a maximum number of shares of Stock that may be purchased by any Employee pursuant to such Offering. The Company shall not grant an Option with respect to an Offering to any Employee who is not an Eligible Employee with respect to such Offering on the first day of the applicable Offering Period.
(b)    Election to Participate; Payroll Deduction Authorization. An Eligible Employee shall become a Participant in the Plan only by means of payroll deduction. Each such Participant who elects to participate in the Plan with respect to an Offering shall deliver to the Company a completed and executed written payroll deduction authorization in a form approved by the Company (the “Full Value AwardAuthorization”) within the time determined by the Company and set forth in the terms of such Offering. Each Participant’s Authorization shall meangive notice of such Participant’s election to participate in the Plan for such Offering (and subsequent Offerings in which such Participant is eligible to participate) and shall designate a whole percentage of such Participant’s Compensation to be withheld by the Company or the Designated Subsidiary employing such Participant on each Payday during the Offering Period. A Participant may designate any Award otherwhole percentage of Compensation that is not less than (i)one percent and not more than a maximum percentage determined by the Committee in the Offering (which maximum percentage shall be fifty percent in the absence of such determination). A Participant’s Compensation payable during an Option, (ii) a Stock Appreciation RightOffering Period shall be reduced each Payday through payroll deduction in an amount equal to the percentage specified in the Authorization, and such amount shall be credited to such Participant’s Account under the Plan. A Participant may increase or (iii) any other Awarddecrease the percentage of Compensation designated in the Authorization, subject to the limits of this subsection (b), or may suspend the Authorization, only as provided by the Committee with respect to such Offering and set forth in the terms of such Offering. Any Authorization shall remain in effect for each subsequent Offering in which the Participant paysis eligible to participate, unless the intrinsic value existingParticipant submits a new Authorization pursuant to this subsection (b), withdraws from the Plan pursuant to Section 5 hereof or terminates employment as provided in Section 6 hereof. Notwithstanding the foregoing, to the extent necessary to comply with Section 423(b)(8) of the dateCode and Sections 3(a), (c) and (d) hereof, the Company may reduce a Participant’s rate of grant (whether directlypayroll deductions to zero at any time during any Offering Period. Payroll deductions will recommence at the rate provided by the Participant in his or her payroll deduction authorization to the extent such payroll deductions may be applied to purchase shares of Stock in accordance with Code Section 423(b)(8) and Sections 3(a), (c) and (d) hereof, unless terminated by forgoingthe Participant as provided in Section 5 hereof.


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(c)    $25,000 Limitation. No Participant shall be granted an Option under the Plan which permits the Participant rights to purchase shares of Stock under the Plan, together with other options to purchase shares of Stock or other stock under all other employee stock purchase plans of the Company, any Parent Corporation or any Subsidiary Corporation subject to Code Section 423 (any such Option or other option, a “Section 423 Option”), to accrue at a rate which exceeds $25,000 of fair market value of such shares of Stock or other stock (determined at the time the Section 423 Option is granted) for each calendar year in which any Section 423 Option granted to the Participant is outstanding at any time. For purpose of the limitation imposed by this subsection, (1) the right to purchase shares of Stock or other stock under a Section 423 Option accrues when the Section 423 Option (or any portion thereof) first becomes exercisable during the calendar year, (2) the right to purchase shares of Stock or other stock under a Section 423 Option accrues at the rate provided in the Section 423 Option, but in no case may such rate exceed $25,000 of fair market value of such shares of Stock or other stock (determined at the time such Section 423 Option is granted) for any one calendar year, and (3) a right to receive a payment frompurchase Stock or other stock which has accrued under an Option may not be carried over to any other Section 423 Option. The limitation under this subsection (c) shall be applied in accordance with Section 423(b)(8) of the CompanyCode and the Treasury Regulations thereunder.
(d)    5 Percent Holders. No Employee will be granted an Option under this Plan if or any Affiliate).

2.25    “Greater Than 10% Stockholder” shall mean an individual then-owning (withinto the meaning ofextent that, immediately after the grant, such Employee would own stock (including stock (i) that would be attributed to such Employee pursuant to Section 424(d) of the Code)Code, and/or (ii) that the Employee may purchase under outstanding options, regardless of whether or not the options either (A) qualify for the special tax treatment afforded by 421(a) of the Code, (B) may only be exercised in installments, or (C) may only be exercised after the expiration of a fixed period of time) possessing five percent or more than 10% of the total combined voting power or value of all classes of stock of the Company or of any “parent corporation”Subsidiary Corporation or “subsidiary corporation” (as definedParent Corporation actually issued and outstanding immediately after the grant of such Option (excluding the voting power or value of treasury share or shares authorized for issue under outstanding options held by the Employee or any other person).
4.    EXERCISE OF OPTIONS; OPTION PRICE.
(a)    Option Exercise. Each Participant automatically shall be deemed to have exercised such Participant’s Option on the Date of Exercise for an Offering Period to the extent that the balance then in Sections 424(e) and 424(f)the Participant’s Account is sufficient to purchase, at the Option Price for such Option, shares of the Code).

2.26    “Incentive Stock subject to the Option”. The Committee shall mean an Option that is intended to qualify as an incentive stock option and conforms to the applicable provisions of Section 422 of the Code.

2.27    “Individual Award Limit” shall mean the cash and share limits applicable to Awards granted under the Plan, as set forth in Section 3.3 hereof.

2.28    “Non-Employee Director” shall mean a Directorthe terms of the Company who is notapplicable Offering, the extent to which the portion of an Employee.

2.29    “Non-Qualified Stock Option” shall mean an Optionaccount balance that is not an Incentive Stock Option or which is designated as an Incentive Stock Option but does not meet the applicable requirements of Section 422 of the Code.

2.30    “Option” shall mean a rightused to purchase Shares at a specified exercise price, granted under Article 6 hereof. An Option shall be either a Non-Qualifiedshares of Stock Option or an Incentive Stock Option; provided, however, that Options granted to Non-Employee Directors and Consultants shall only be Non-Qualified Stock Options.

2.31    “Other Incentive Award” shall mean an Award denominated in, linked to or derived from Shares or value metrics related to Shares, granted pursuant to Section 9.7 hereof.

2.32    “Parent” shall mean any entity (other than the Company), whether domestic or foreign, in an unbroken chainOffering provided, that any portion of entities ending with the Company if each of the entities other than the Company beneficially owns, at the time of the determination, securities or interests representing more than fifty percent (50%) of the total combined voting power of all classes of securities or interests in one of the other entities in such chain.

2.33    “Participant” shall mean a person who has been granted an Award.

2.34    “Performance Award” shall mean an AwardAccount balance that is granted under Section 9.1 hereof.

2.35    “Performance-Based Compensation” shall mean any compensation that is intended to qualify as “performance-based compensation” as described in Section 162(m)(4)(C) of the Code.

2.36    “Performance Criteria” shall mean the criteria (and adjustments) that the Committee selects for an Award for purposes of establishing the Performance Goal or Performance Goals for a Performance Period, determined as follows:

(a)    The Performance Criteria that shall benot used to establish Performance Goals are limited to the following: (i) net earnings (either before or after one or morepurchase shares of the following: (A) interest, (B) taxes, (C) depreciation, (D) amortization and (E) non-cash equity-based compensation expense); (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 flowStock in an Offering for any reason (including, but not limited to operatingany balance that is sufficient only to purchase fractional shares of Stock)shall be (i) paid to such Participant in one lump sum in cash flow and free cash flow); (vii) return on assets; (viii) return on capital; (ix) return on stockholders’ equity; (x) total stockholder return; (xi) return on sales; (xii) gross within thirty days after the applicable Date of Exercise, without any interest thereon and/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)(ii) carried forward d applied toward the purchase of whole shares of Stock for the next Offering Period (provided that any carry-forward with respect to the next Offering Period shall be made in accordance with Treasury Regulation Section 1.423-2(f)(5), including with respect to direct payments).
(b)    Option Price Defined. The purchase price per share of Common Stock; (xx) regulatory body approval for commercialization ofStock (the “Option Price”) to be paid by 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.

(b)    The Administrator may, in its sole discretion, provide that one or more objectively determinable adjustments shall be made to one or moreParticipant upon the exercise of the Performance Goals. Such adjustments may include, but are not limited to, one or more of the following: (i) items

related to a change in accounting principle; (ii) items relating to financing activities; (iii) expenses for restructuring or productivity initiatives; (iv) other non-operating items; (v) items related to acquisitions; (vi) items attributable to the business operations of any entity acquired by the Company during the Performance Period; (vii) items related to the disposal of a business or segment of a business; (viii) items related to discontinued operations that do not qualify as a segment of a business under Applicable Accounting Standards; (ix) items attributable to any stock dividend, stock split, combination or exchange of stock occurring during the Performance Period; (x) any other items of significant income or expense which are determined to be appropriate adjustments; (xi) items relating to unusual or extraordinary corporate transactions, events or developments, (xii)  items related to amortization of acquired intangible assets; (xiii) items that are outside the scope of the Company’s core, on-going business activities; (xiv) items related to acquired in-process research and development; (xv) items relating to changes in tax laws; (xvi) items relating to major licensing or partnership arrangements; (xvii) items relating to asset impairment charges; (xviii) items relating to gains or losses for litigation, arbitration and contractual settlements; or (xix) items relating to any other unusual or nonrecurring events or changes in applicable laws, accounting principles or business conditions. For all Awards intended to qualify as Performance-Based Compensation, such determinations shall be made within the time prescribed by, and otherwise in compliance with, Section 162(m) of the Code.

2.37    “Performance Goals” shall mean, for a Performance Period, one or more goals established in writing by the Administrator for the Performance Period based upon one or more Performance Criteria. DependingParticipant’s Option on the Performance Criteria used to establish such Performance Goals, the Performance Goals may be expressed in termsDate of overall Company performance or the performance ofExercise for an Affiliate, division, business unit, or an individual. The achievement of each Performance GoalOffering Period shall be determined in accordance with Applicable Accounting Standards.

2.38    “Performance Period” shall mean one or more periods of time, which may be of varying and overlapping durations, as the Administrator may select, over which the attainment of one or more Performance Goals will be measured for the purpose of determining a Participant’s right to, and the payment of, a Performance Award. Each Performance Period shall be at least one year in duration; provided, however, that 10% of Performance Awards granted in a calendar year shall not be subject to the one-year duration limitation.

2.39    “Performance Share Award” shall mean a contractual right awarded under Section 9.6 hereof to receive a number of Shares or the cash value of such number of Shares based on the attainment of specified Performance Goals or other criteria determined by the Administrator.

2.40    “Permitted Transferee” shall mean, with respect to a Participant, any “family member” of the Participant, as defined under the instructions to use of the Form S-8 Registration Statement under the Securities Act, after taking into account any state, federal, local or foreign taxCommittee and securities laws applicable to transferable Awards.

2.41    “Plan” shall mean this ASGN Incorporated 2010 Incentive Award Plan, as it may be amended from time to time.

2.42    “Prior Plan” shall mean the Company’s Restated 1987 Stock Option Plan, as amended from time to time.

2.43    “Program” shall mean any program adopted by the Administrator pursuant to the Plan containing the terms and conditions intended to govern a specified type of Award granted under the Plan and pursuant to which such type of Award may be granted under the Plan.

2.44    “Restricted Stock” shall mean Common Stock awarded under Article 8 hereof that is subject to certain restrictions and may be subject to risk of forfeiture.

2.45    “Restricted Stock Unit” shall mean a contractual right awarded under Section 9.5 hereof to receiveset forth in the future a Share or the cash value of a Share.

2.46    “Securities Act” shall mean the Securities Act of 1933, as amended.

2.47    “Share Limit” shall have the meaning provided in Section 3.1(a) hereof.

2.48    “Shares” shall mean shares of Common Stock.

2.49    “Stock Appreciation Right” shall mean a stock appreciation right granted under Article 10 hereof.

2.50    “Stock Payment” shall mean a payment in the form of Shares awarded under Section 9.3 hereof.

2.51    “Subsidiary” shall mean any entity (other than the Company), whether domestic or foreign, in an unbroken chain of entities beginning with the Company if each of the entities other than the last entity in the unbroken chain beneficially owns, at the time of the determination, securities or interests representing more than fifty percent (50%) of the total combined voting power of all classes of securities or interests in one of the other entities in such chain.

2.52    “Substitute Award” shall mean an Award granted under the Plan in connection with a corporate transaction, such as a merger, combination, consolidation or acquisition of property or stock, in any case, upon the assumption of, or in substitution for, an outstanding equity award previously granted by a company or other entity that is a party to such transaction; provided, however, that in no event shall the term “Substitute Award” be construed to refer to an award made in connection with the cancellation and repricing of an Option or Stock Appreciation Right.

2.53    “Termination of Service” means:

(a) As to a Consultant, the time when the engagement of a Participant as a Consultant to the Company and its Affiliates is terminated for any reason, with or without cause, including, without limitation, by resignation, discharge, death or retirement, but excluding terminations where the Consultant simultaneously commences or remains in employment or service with the Company or any Affiliate.
(b) As to a Non-Employee Director, the time when a Participant who is a Non-Employee Director ceases to be a Director for any reason, including, without limitation, a termination by resignation, failure to be elected, death or retirement, but excluding terminations where the Participant simultaneously commences or remains in employment or service with the Company or any Affiliate.
(c) As to an Employee, the time when the employee-employer relationship between a Participant and the Company and its Affiliates is terminated for any reason, including, without limitation, a termination by resignation, discharge, death, disability or retirement; but excluding terminations where the Participant simultaneously commences or remains in employment or service with the Company or any Affiliate.
The Administrator, in its sole discretion, shall determine the effect of all matters and questions relating to Terminations of Service, including, without limitation, the question of whether a Termination of Service has occurred, whether any Termination of Service resulted from a discharge for cause and all questions of whether particular leaves of absence constitute a Termination of Service; provided, however, that, with respect to Incentive Stock Options, unless the Administrator otherwise provides in the terms of any Program, Award Agreement or otherwise, a leave of absence, change in status from an employee to an independent contractor or other change in the employee-employer relationship shall constitute a Termination of Service only if, and to the extent that, such leave of absence, change in status or other change interrupts employment for the purposes of Section 422(a)(2) of the Code. For purposes of the Plan, a Participant’s employee-employer relationship or consultancy relationship shall be deemed to be terminated in the event that the Affiliate employing or contracting with such Participant ceases to remain an Affiliate following any merger, sale of stock or other corporate transaction or event (including, without limitation, a spin-off).

ARTICLE 3.

SHARES SUBJECT TO THE PLAN

3.1    Number of Shares.

(a)    Subject to Section 3.1(b) and Section 13.2 hereof, the aggregate number of Shares which may be issued or transferred pursuant to Awards under the Plan shall be equal to the sum of 4,000,000 2,700,00 Shares, and (y) any Shares which , as of the Effective Date, arewere previously available for issuance under thePrior Plan, and (z) any Shares which, as of March 27, 2013, the date of the First Amendment to the Plan, were available for issuance under thePlan; provided, however, that the Share Limit shall be reduced by 1.53 shares for each Share delivered in settlement of any Full Value Award. Notwithstanding the foregoing, to the extent permitted under applicable law and applicable stock exchange rules, Awards that provide for the delivery of Shares subsequent to the applicable grant date may be granted in excess of the Share Limit if such Awards provide for the forfeiture or cash settlement of such Awards to the extent that insufficient Shares remain under the Share Limit at the time that Shares would otherwise be issued in respect of such Award. After the Effective Date, no awards may be granted under the Prior Plan, however, any awards under the Prior Plan that are outstanding as of the Effective Date shall continue to be subject to the terms and conditions of the Prior Plan.

(b)    The following Shares shall be available for future grants of Awards under the Plan and shall be added back to the Share Limit in the same number of Shares as were debited from the Share Limit in respect of the grant of such Award (as may be adjusted in accordance with Section 13.2 hereof): (i) Shares tendered by a Participant or withheld by the Company in payment of the exercise price of an Option; (ii) Shares tendered by the Participant or withheld by the Company to satisfy any tax withholding obligation with respect to an Award; and (iii) Shares subject to an Award that is forfeited, expires or is settled for cash (in whole or in part), to the extent of such forfeiture, expiration or cash settlement. Notwithstanding anything to the contrary contained herein, the following Shares shall not be added back to the Share Limit and will not be available for future grants of Awards: (A) Shares subject to a Stock Appreciation Right that are not issued in connection with the stock settlement of the Stock Appreciation Right on exercise thereof; and (B) Shares purchased on the open market with the cash proceeds from the exercise of Options. Any Shares repurchased by the Company under Section 8.4 hereof at the same price paid by the Participant so that such shares are returned to the Company will again be available for Awards. The payment of Dividend Equivalents in cash in conjunction with any outstanding Awards shall not be counted against the shares available for issuance under the Plan. Notwithstanding the provisions of this Section 3.1(b), no Shares may again be optioned, granted or awarded if such action would cause an Incentive Stock Option to fail to qualify as an incentive stock option under Section 422 of the Code.

(c)    Substitute Awards shall not reduce the Shares authorized for grant under the Plan. Additionally, in the event that a company acquired by the Company or any Affiliate or with which the Company or any Affiliate combines has shares available under a pre-existing plan approved by stockholders and not adopted in contemplation of such acquisition or combination, the shares available for grant pursuant to the terms of such pre-existing plan (as adjusted, to the extent appropriate, using the exchange ratio or other adjustment or valuation ratio or formula used in such acquisition or combination to determine the consideration payable to the holders of common stock of the entities party to such acquisition or combination) may be used for Awards under the Plan and shall not reduce the Shares authorized for grant under the Plan;Offering, provided, that Awards using such available sharesin all events, the Option Price shall not be made after the date awardsequal to or grants could have been made under the termsgreater than 85% of the pre-existing plan, absent the acquisition or combination, and shall only be made to individuals who were not employed by or providing services to the Company or its Affiliates immediately prior to such acquisition or combination.

3.2    Stock Distributed. Any Shares distributed pursuant to an Award may consist, in whole or in part, of authorized and unissued Common Stock, treasury Common Stock or Common Stock purchased on the open market.

3.3    Limitation on Number of Shares Subject to Awards. Notwithstanding any provision in the Plan to the contrary, and subject to Section 13.2 hereof, (a) the maximum aggregate number of Shares with respect to one or more Awards that may be granted to any one person during a rolling three-year period (measured from the date of any grant) shall be 2,000,000 and the maximum aggregate amount of cash that may be paid in cash during any rolling three-year period (measured from the date of any payment) with respect to one or more Awards payable in cash shall be $10,000,000 (together, the “Individual Award Limits”).


ARTICLE 4.

GRANTING OF AWARDS

4.1    Participation. The Administrator may, from time to time, select from among all Eligible Individuals, those to whom one or more Awards shall be granted and shall determine the nature and amount of each Award, which shall not be inconsistent with the requirements of the Plan. No Eligible Individual shall have any right to be granted an Award pursuant to the Plan.

4.2    Award Agreement. Each Award shall be evidenced by an Award Agreement stating the terms and conditions applicable to such Award, consistent with the requirements of the Plan and any applicable Program.

4.3    Limitations Applicable to Section 16 Persons. Notwithstanding anything contained herein to the contrary, with respect to any Award granted or awarded to any individual who is then subject to Section 16 of the Exchange Act, the Plan, any applicable Program and the applicable Award Agreement shall be subject to any additional limitations set forth in any applicable exemptive rule under Section 16 of the Exchange Act (including Rule 16b‑3 of the Exchange Act and any amendments thereto) that are requirements for the application of such exemptive rule, and such additional limitations shall be deemed to be incorporated by reference into such Award to the extent permitted by applicable law.

4.4    At-Will Service. Nothing in the Plan or in any Program or Award Agreement hereunder shall confer upon any Participant any right to continue as an Employee, Director or Consultant for, the Company or any Affiliate, or shall interfere with or restrict in any way the rights of the Company and any Affiliate, which rights are hereby expressly reserved, to discharge any Participant at any time for any reason whatsoever, with or without cause, and with or without notice, or to terminate or change all other terms and conditions of employment or engagement, except to the extent expressly provided otherwise in a written agreement between the Participant and the Company or any Affiliate.

4.5    Foreign Participants. Notwithstanding any provision of the Plan to the contrary, in order to comply with the laws in other countries in which the Company and its Affiliates operate or have Employees, Non-Employee Directors or Consultants, or in order to comply with the requirements of any foreign securities exchange, the Administrator, in its sole discretion, shall have the power and authority to: (a) determine which Affiliates shall be covered by the Plan; (b) determine which Eligible Individuals outside the United States are eligible to participate in the Plan; (c) modify the terms and conditions of any Award granted to Eligible Individuals outside the United States to comply with applicable foreign laws or listing requirements of any such foreign securities exchange; (d) establish subplans and modify exercise procedures and other terms and procedures, to the extent such actions may be necessary or advisable (any such subplans and/or modifications shall be attached to the Plan as appendices); provided, however, that no such subplans and/or modifications shall increase the Share Limit or Individual Award Limits contained in Sections 3.1 and 3.3 hereof, respectively; and (e) take any action, before or after an Award is made, that it deems advisable to obtain approval or comply with any necessary local governmental regulatory exemptions or approvals or listing requirements of any such foreign securities exchange. Notwithstanding the foregoing, the Administrator may not take any actions hereunder, and no Awards shall be granted, that would violate the Code, the Exchange Act, the Securities Act, any other securities law or governing statute, the rules of the securities exchange or automated quotation system on which the Shares are listed, quoted or traded or any other applicable law.

4.6    Stand-Alone and Tandem Awards. Awards granted pursuant to the Plan may, in the sole discretion of the Administrator, be granted either alone, in addition to, or in tandem with, any other Award granted pursuant to the Plan. Awards granted in addition to or in tandem with other Awards may be granted either at the same time as or at a different time from the grant of such other Awards.


ARTICLE 5.

PROVISIONS APPLICABLE TO AWARDS INTENDED TO QUALIFY AS PERFORMANCE-BASED COMPENSATION

5.1    Purpose. The Committee, in its sole discretion, may determine whether any Award is intended to qualify as Performance-Based Compensation. If the Committee, in its sole discretion, decides to grant an Award to an Eligible Individual that is intended to qualify as Performance-Based Compensation, then the provisions of this Article 5 shall control over any contrary provision contained in the Plan. The Administrator may in its sole discretion grant Awards to Eligible Individuals that are based on Performance Criteria or Performance Goals but that do not satisfy the requirements of this Article 5 and that are not intended to qualify as Performance-Based Compensation. Unless otherwise specified by the Administrator at the time of grant, the Performance Criteria with respect to an Award intended to be Performance-Based Compensation payable to a Covered Employee shall be determined on the basis of Applicable Accounting Standards.

5.2    Applicability. The grant of an Award to an Eligible Individual for a particular Performance Period shall not require the grant of an Award to such Eligible Individual in any subsequent Performance Period and the grant of an Award to any one Eligible Individual shall not require the grant of an Award to any other Eligible Individual in such period or in any other period.

5.3    Procedures with Respect to Performance-Based Awards. To the extent necessary to comply with the requirements of Section 162(m)(4)(C) of the Code, with respect to any Award which is intended to qualify as Performance-Based Compensation, no later than 90 days following the commencement of any Performance Period or any designated fiscal period or period of service (or such earlier time as may be required under Section 162(m) of the Code), the Committee shall, in writing, (a) designate one or more Eligible Individuals, (b) select the Performance Criteria applicable to the Performance Period, (c) establish the Performance Goals, and amounts of such Awards, as applicable, which may be earned for such Performance Period based on the Performance Criteria, and (d) specify the relationship between Performance Criteria and the Performance Goals and the amounts of such Awards, as applicable, to be earned by each Covered Employee for such Performance Period. Following the completion of each Performance Period, the Committee shall certify in writing whether and the extent to which the applicable Performance Goals have been achieved for such Performance Period. In determining the amount earned under such Awards, unless otherwise provided in an Award Agreement, the Committee shall have the right to reduce or eliminate (but not to increase) the amount payable at a given level of performance to take into account additional factors that the Committee may deem relevant, including the assessment of individual or corporate performance for the Performance Period.

5.4    Payment of Performance-Based Awards. Unless otherwise provided in the applicable Program or Award Agreement (and only to the extent otherwise permitted by Section 162(m)(4)(C) of the Code), the holder of an Award that is intended to qualify as Performance-Based Compensation must be employed by the Company or an Affiliate throughout the applicable Performance Period. Unless otherwise provided in the applicable Performance Goals, Program or Award Agreement, a Participant shall be eligible to receive payment pursuant to such Awards for a Performance Period only if and to the extent the Performance Goals for such period are achieved.

5.5    Additional Limitations. Notwithstanding any other provision of the Plan and except as otherwise determined by the Administrator, any Award which is granted to an Eligible Individual and is intended to qualify as Performance-Based Compensation shall be subject to any additional limitations imposed by Section 162(m) of the Code that are requirements for qualification as Performance-Based Compensation, and the Plan, the Program and the Award Agreement shall be deemed amended to the extent necessary to conform to such requirements.


ARTICLE 6.

GRANTING OF OPTIONS

6.1    Granting of Options to Eligible Individuals. The Administrator is authorized to grant Options to Eligible Individuals from time to time, in its sole discretion, on such terms and conditions as it may determine which shall not be inconsistent with the Plan.

6.2    Qualification of Incentive Stock Options. No Incentive Stock Option shall be granted to any person who is not an Employee of the Company or any “parent corporation” or “subsidiary corporation” of the Company (as defined in Sections 424(e) and 424(f) of the Code, respectively). No person who qualifies as a Greater Than 10% Stockholder may be granted an Incentive Stock Option unless such Incentive Stock Option conforms to the applicable provisions of Section 422 of the Code. Any Incentive Stock Option granted under the Plan may be modified by the Administrator, with the consent of the Participant, to disqualify such Option from treatment as an “incentive stock option” under Section 422 of the Code. To the extent that the aggregate fair market value of stock with respect to which “incentive stock options” (within the meaning of Section 422 of the Code, but without regard to Section 422(d) of the Code) are exercisable for the first time by a Participant during any calendar year under the Plan and all other plans of the Company and any Affiliate corporation thereof exceeds $100,000, the Options shall be treated as Non-Qualified Stock Options to the extent required by Section 422 of the Code. The rule set forth in the preceding sentence shall be applied by taking Options and other “incentive stock options” into account in the order in which they were granted and the Fair Market Value of stock shall be determined as of the time the respective options were granted. In addition, to the extent that any Options otherwise fail to qualify as Incentive Stock Options, such Options shall be treated as Nonqualified Stock Options.

6.3    Option Exercise Price. The exercise price per Share subject to each Option shall be set by the Administrator, but shall not be less than 100% oflesser of: (1) the Fair Market Value of a Shareshare of Stock on the date the Option is granted (or, as to Incentive Stock Options, on the date the Option is modified, extended or renewedDate of Exercise for purposes of Section 424(h) of the Code). In addition, in the case of Incentive Stock Options granted to a Greater Than 10% Stockholder, such price shall not be less than 110% ofOffering Period and (2) the Fair Market Value of a Shareshare of Stock on the Date of Grant for such Offering Period.
(c)    Pro Rata Allocations. If the total number of shares of Stock for which Options are to be exercised on any date exceeds the number of shares of Stock remaining unsold under the Plan (after deduction for all shares of Stock for which Options have theretofore been exercised), the Committee shall make a pro rata allocation of the available remaining shares of Stock in as nearly a uniform manner as shall be practicable and the balance of the amount credited to the Account of each Participant which has not been applied to the purchase of shares of Stock shall be paid to such Participant in one lump sum in cash within thirty days after the Date of Exercise, without any interest thereon.
(d)    Information Statement. The Company shall provide each Participant whose Option is exercised with an information statement in accordance with Section 6039(a) of the Code and the Treasury Regulations thereunder. The Company shall maintain a procedure for identifying certificates of shares of Stock sold upon the exercise of Options in accordance with Section 6039(b) of the Code.
5.    WITHDRAWAL FROM THE PLAN.

(a)    Withdrawal Election.  A Participant may withdraw from participation in an Offering at any time, except as otherwise determined by Committee and set forth in the terms of the applicable Offering.  A Participant electing to withdraw from the Plan must deliver to the Company a notice of withdrawal in a form approved by the Committee (the “Withdrawal Election”), not later than fifteen calendar days before the Date of Exercise for such Offering Period, except as otherwise determined


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by Committee and set forth in the terms of the applicable Offering.  A Participant electing to withdraw from the Plan may elect in his or her Withdrawal Election to either (i) withdraw all of the funds then credited to the Participant’s Account as of the date on which the Withdrawal Election is received by the Company, in which case amounts credited to such Account shall be returned to the Participant in one lump-sum payment in cash within thirty days after such election, without any interest thereon, and the Participant shall cease to participate in the Plan and the Participant’s Option for such offering shall terminate; or (ii) exercise the Option for the maximum number of whole shares of Stock on the applicable Date of Exercise and after such exercise cease to participate in the Plan.

(b)    Eligibility following Withdrawal. A Participant who withdraws from the Plan with respect to an Offering, and who is still an Eligible Employee, may elect to participate again in the Plan for any subsequent Offering by delivering to the Company an Authorization pursuant to Section 3(b) hereof.
6.    TERMINATION OF EMPLOYMENT.
(a)    Termination of Employment for any Reason Other Than Death or Due to Disability Occurring Less Than Three Months Prior to the Date of Exercise. If a Participant ceases to be an Employee for any reason other than due to (i) the Participant’s death at any time during an Offering Period, or (ii) the Participant’s Disability occurring less than three months prior to the applicable Date of Exercise for an Offering Period, then any Option(s) held by the Participant on the Date of Termination shall lapse and terminate (taking into account any Authorized Leave of Absence).  Upon a termination described in this Section 6(a), amounts credited to the Participant’s Account shall be returned to the Participant in one lump-sum payment in cash within thirty days after such termination, without any interest thereon.
(b)    Termination of Employment Due to Death.  If a Participant dies while an Employee, any Option(s) then-held by such Participant may be exercised by the Participant’s estate or beneficiary to which the Option is grantedtransferred by will or the laws of descent and distribution, in accordance with Section 7 hereof, and after such exercise, the Participant’s participation in the Plan shall terminate. Notwithstanding the foregoing, the Participant’s estate or beneficiary may instead elect by giving written notice to the Committee, no later than five days prior to the applicable Date of Exercise in accordance with procedures established by the Committee, to withdraw all funds credited to the Participant’s Account upon the Participant’s death, in which case amounts credited to the Participant’s Account shall be returned to the Participant’s beneficiary or estate in one lump-sum payment in cash within thirty days after such election, without any interest thereon.
(c)    Termination of Employment Due to Disability Within Three Months Prior to the Date of Exercise.  If a Participant’s status as an Employee terminates due to Disability within three months prior to an applicable Date of Exercise, the Participant (or the dateParticipant’s personal representative or legal guardian in the event of Disability) may elect by giving written notice to the Committee, no later than five days prior to the applicable Date of Exercise in accordance with procedures established by the Committee:
(i)    to withdraw all of the funds then credited to the Participant’s Account as of the Participant’s Date of Termination, in which case amounts credited to such Account shall be returned to the Participant (or the Participant’s guardian) in one lump-sum payment in cash within thirty days after such election, without any interest thereon; or
(ii)    to exercise the Option for the maximum number of whole shares of Stock on the applicable Date of Exercise.
7.    RESTRICTION UPON ASSIGNMENT.
(a)    An Option granted under the Plan shall not be transferable, other than by will or the applicable laws of descent and distribution, and is modified, extendedexercisable during the Participant’s lifetime only by the Participant. Other than the transfer of an Option by will or renewed for purposesthe applicable laws of Section 424(h)descent and distribution, the Company shall not recognize and shall be under no duty to recognize any assignment or alienation of any interest of the Code).

Participant in the Plan or any Option. Notwithstanding the foregoing, in the event of the death of a Participant, the Company may recognize the transfer of an Option pursuant to the operation of a will or the applicable laws of descent or distribution.
6.4    (b)    Without the consent of the Committee, no shares of Stock purchased under the Plan may be sold, pledged, assigned, hypothecated, transferred, or otherwise disposed of (collectively, “Option TermTransfer. The term of each Option shall be set”) by the Administrator in its sole discretion;Participant or his or her successors prior to the first anniversary of the Date ofExerciseDate with respect to such shares, other than by will or pursuant to the laws of descent and distribution; provided, however, that the termforegoing transfer restrictions shall not be more than ten (10) years fromapply to any Transfer of shares to the date the Option is granted,Company or five (5) years from the date an Incentive Stock Option is granted to a Greater Than 10% Stockholder. The Administrator shall determine the time period, including the time period following a Termination of Service, during which the Participant has the right to exercise the vested Options, which time period may not extend beyond the term of the Option term. Except as limited by the requirements of Section 409Aany Designated Subsidiary or Section 422 of the Code, the Administrator may extend the term of any outstanding Option, and may extend the time period during which vested Options may be exercised,Transfer in connection with any Termination of Service of the Participant, and may amend any other term or condition of such Option relating to such a Termination of Service.transaction described in Section 9 hereof.


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6.5    Option Vesting.
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(a)    The terms and conditions pursuant to which an Option vests in the Participant and becomes exercisable shall be determined by the Administrator and set forth in the applicable Award Agreement. Such vesting may be based on service with the Company or any Affiliate, any of the Performance Criteria, or any other criteria selected by the Administrator. At any time after grant of an Option, the Administrator may, in its sole discretion and subject to whatever terms and conditions it selects, accelerate the period during which an Option vests.
(b)    No portion of an Option which is unexercisable at a Participant’s Termination of Service shall thereafter become exercisable, except as may be otherwise provided by the Administrator either in a Program, the applicable Award Agreement or by action of the Administrator following the grant of the Option.

6.68.    Substitute AwardsNO RIGHTS OF STOCKHOLDERS UNTIL SHARES ISSUED. Notwithstanding the foregoing provisions of this Article 6 to the contrary, in the case of an Option that is a Substitute Award, the price per share of the shares subject to such Option may be less than the Fair Market Value per share on the date of grant, provided, however, that the excess of: (a) the aggregate Fair Market Value (as of the date such Substitute Award is granted) of the shares subject to the Substitute Award, over (b) the aggregate exercise price thereof does not exceed the excess of (x) the aggregate fair market value (as of the time immediately preceding the transaction giving rise to the Substitute Award, such fair market value to be determined by the Administrator) of the shares of the predecessor entity that were subject to the grant assumed or substituted for by the Company, over (y) the aggregate exercise price of such shares.

6.7    Substitution of Stock Appreciation Rights. The Administrator may provide in an applicable Program or the applicable Award Agreement evidencing the grant of an Option that the Administrator, in its sole discretion, shall have the right to substitute a Stock Appreciation Right for such Option at any time prior to or upon exercise of such Option; provided,however, that such Stock Appreciation Right shall be exercisable with respect to the same number of Shares for which such substituted Option would have been exercisable, and shall also have the same exercise price and remaining term as the substituted Option.


ARTICLE 7.

EXERCISE OF OPTIONS

7.1    Partial Exercise. An exercisable Option may be exercised in whole or in part. However, an Option shall not be exercisable with respect to fractional shares and the Administrator may require that, by the terms of the Option, a partial exercise must be with respect to a minimum number of shares.

7.2    Manner of Exercise. All or a portion of an exercisable Option shall be deemed exercised upon delivery of all of the following to the Secretary of the Company, or such other person or entity designated by the Administrator, or his, her or its office, as applicable:

(a)    A written or electronic notice complying with the applicable rules established by the Administrator stating that the Option, or a portion thereof, is exercised. The notice shall be signed by the Participant or other person then entitled to exercise the Option or such portion of the Option;

(b)    Such representations and documents as the Administrator, in its sole discretion, deems necessary or advisable to effect compliance with all applicable provisions of the Securities Act and any other federal, state or foreign securities laws or regulations, the rules of any securities exchange or automated quotation system on which the Shares are listed, quoted or traded or any other applicable law. The Administrator may, in its sole discretion, also take whatever additional actions it deems appropriate to effect such compliance including, without limitation, placing legends on share certificates and issuing stop-transfer notices to agents and registrars;

(c)    In the event that the Option shall be exercised pursuant to Section 11.3 hereof by any person or persons other than the Participant, appropriate proof of the right of such person or persons to exercise the Option, as determined in the sole discretion of the Administrator; and

(d)    Full payment of the exercise price and applicable withholding taxes to the stock administrator of the Company for the shares with respect to which the Option, or portion thereof, is exercised, in a manner permitted by Sections 11.1 and 11.2 hereof.

7.3    Notification Regarding Disposition. The Participant shall give the Company prompt written or electronic notice of any disposition of shares of Common Stock acquired by exercise of an Incentive Stock Option which occurs within (a) two years from the date of granting (including the date the Option is modified, extended or renewed for purposes of Section 424(h) of the Code) such Option to such Participant, or (b) one year after the transfer of such shares to such Participant.

ARTICLE 8.

RESTRICTED STOCK

8.1    Award of Restricted Stock.

(a)    The Administrator is authorized to grant Restricted Stock to Eligible Individuals, and shall determine the terms and conditions, including the restrictions applicable to each award of Restricted Stock, which terms and conditions shall not be inconsistent with the Plan, and may impose such conditions on the issuance of such Restricted Stock as it deems appropriate.

(b)    The Administrator shall establish the purchase price, if any, and form of payment for Restricted Stock; provided, however, that if a purchase price is charged, such purchase price shall be no less than the par value of the Shares to be purchased, unless otherwise permitted by applicable law. In all cases, legal consideration shall be required for each issuance of Restricted Stock to the extent required by applicable law.
8.2    Rights as Stockholders. Subject to Section 8.4 hereof, upon issuance of Restricted Stock, the Participant shall have, unless otherwise provided by the Administrator, all the rights of a stockholder with respect to said shares, subject to the restrictions in an applicable Program or in the applicable Award Agreement; provided, however, that, in the sole discretion of the Administrator, any extraordinary distributions with respect to the Shares shall be subject to the restrictions set forth in Section 8.3 hereof; provided, further, that with respect to a share of Restricted Stock with vesting conditions, dividends which are paid by the Company with respect to Shares prior to vesting shall only be paid out to the extent that, and at such time or times as, the vesting conditions are subsequently satisfied and the underlying shares of Restricted Stock vest.

8.3    Restrictions. All shares of Restricted Stock (including any shares received by Participants thereof withWith respect to shares of Restricted Stock as a result of stock dividends, stock splits or any other form of recapitalization) shall, in the terms of an applicable Program or in the applicable Award Agreement, be subject to an Option, a Participant shall not be deemed to be a stockholder of the Company, and the Participant shall not have any of the rights or privileges of a stockholder, unless and until such restrictions and vesting requirements asshares have been issued to the Administrator shall provide. Such restrictions may include, without limitation, restrictions concerning voting rights and transferability and such restrictions may lapse separately or in combination at such times and pursuant to such circumstances or based on such criteria as selected by the Administrator, including, without limitation, criteria based onParticipant following exercise of the Participant’s duration of employment, directorshipOption. No adjustments shall be made for dividends (ordinary or consultancy with the Company, the Performance Criteria, Company or Affiliate performance, individual performanceextraordinary, whether in cash securities, or other criteria selected byproperty) or distribution or other rights for which the Administrator. By action taken afterrecord date occurs before the Restricted Stock is issued, the Administrator may, on such terms and conditions as it may determine to be appropriate, accelerate the vestingdate of such Restricted Stock by removing any or all of the restrictions imposed by the terms of any Programissuance, except as otherwise expressly provided herein or by the applicable Award Agreement. Restricted Stock may not be sold or encumbered until all restrictions are terminated or expire.Committee.

8.49.    Repurchase or Forfeiture of Restricted Stock. If no price was paid by the Participant for the Restricted Stock, upon a Termination of Service, the Participant’s rights in unvested Restricted Stock then subject to restrictions shall lapse, and such Restricted Stock shall be surrendered to the Company and cancelled without consideration. If a price was paid by the Participant for the Restricted Stock, upon a Termination of Service the Company shall have the right to repurchase from the Participant the unvested Restricted Stock then-subject to restrictions at a cash price per share equal to the price paid by the Participant for such Restricted Stock or such other amount as may be specified in an applicable Program or the applicable Award Agreement. The Administrator in its sole discretion may provide that, upon certain events, including without limitation a Change in Control, the Participant’s death, retirement or disability, any other specified Termination of Service or any other event, the Participant’s rights in unvested Restricted Stock shall not lapse, such Restricted Stock shall vest and cease to be forfeitable and, if applicable, the Company cease to have a right of repurchase.

8.5    Certificates for Restricted Stock. Restricted Stock granted pursuant to the Plan may be evidenced in such manner as the Administrator shall determine. Certificates or book entries evidencing shares of Restricted Stock must include an appropriate legend referring to the terms, conditions, and restrictions applicable to such Restricted Stock, and the Company may, in it sole discretion, retain physical possession of any stock certificate until such time as all applicable restrictions lapse.

8.6    Section 83(b) Election. If a Participant makes an election under Section 83(b) of the Code to be taxed with respect to the Restricted Stock as of the date of transfer of the Restricted Stock rather than as of the date or dates upon which the Participant would otherwise be taxable under Section 83(a) of the Code, the Participant shall be required to deliver a copy of such election to the Company promptly after filing such election with the Internal Revenue Service.

ARTICLE 9.

PERFORMANCE AWARDS, DIVIDEND EQUIVALENTS, DEFERREDCHANGES IN THE STOCK STOCK PAYMENTS, RESTRICTED STOCK UNITS; OTHER INCENTIVE AWARDS

9.1    AND CORPORATE EVENTS; ADJUSTMENT OF OPTIONS.Performance Awards.

(a)    The Administrator is authorized to grant Performance Awards to any Eligible Individual and to determine whether such Performance Awards shall be Performance-Based Compensation. The value of Performance Awards may be linked to any one or more of the Performance Criteria or other specific criteria determined by the Administrator, in each case on a specified date or dates or over any period or periods determined by the Administrator.

(b)    Without limiting Section 9.1(a) hereof, the Administrator may grant Performance Awards to any Eligible Individual in the form of a cash bonus payable upon the attainment of objective Performance Goals, or such other criteria, whether or not objective, which are established by the Administrator, in each case on a specified date or dates or over any period or periods determined by the Administrator. Any such bonuses paid to a Participant which are intended to be Performance-Based Compensation shall be based upon objectively determinable bonus formulas established in accordance with the provisions of Article 5 hereof.

9.2    Dividend Equivalents.

(a)    Subject to Section 9.2(b)9(c) hereof, Dividend Equivalents may be granted byin the Administrator, either alone or in tandem with another Award, based on dividends declared on the Common Stock, to be credited as of dividend payment dates during the period between the date the Dividend Equivalents are granted to a Participant and the date such Dividend Equivalents terminate or expire, as determined by the Administrator. Such Dividend Equivalents shall be converted to cash or additional shares of Common Stock by such formula and at such time and subject to such limitations as may be determined by the Administrator. In addition, Dividend Equivalents with respect to Shares covered by an Award shall only be paid out to the Participant at the same time or times and to the same extentevent that the vesting conditions, if any, are subsequently satisfied and the Award vests with respect to such Shares.


(b)    Notwithstanding the foregoing, no Dividend Equivalents shall be payable with respect to Options or Stock Appreciation Rights.

9.3    Stock Payments. The Administrator is authorized to make one or more Stock Payments to any Eligible Individual. The number or value of shares of any Stock Payment shall be determined by the Administrator and may be based upon one or more Performance Criteria or any other specific criteria, including service to the Company or any Affiliate, determined by the Administrator. Stock Payments may, but are not required to be made in lieu of base salary, bonus, fees or other cash compensation otherwise payable to such Eligible Individual.

9.4    Deferred Stock. The Administrator is authorized to grant Deferred Stock to any Eligible Individual. The number of shares of Deferred Stock shall be determined by the Administrator and may be based on one or more Performance Criteria or other specific criteria, including service to the Company or any Affiliate, as the Administrator determines, in each case on a specified date or dates or over any period or periods determined by the Administrator. Shares underlying a Deferred Stock award which is subject to a vesting schedule or other conditions or criteria set by the Administrator will not be issued until those conditions have been satisfied. Unless otherwise provided by the Administrator, a holder of Deferred Stock shall have no rights as a Company stockholder with respect to such Deferred Stock until such time as the Award has vested and the Shares underlying the Award have been issued to the Participant.

9.5    Restricted Stock Units. The Administrator is authorized to grant Restricted Stock Units to any Eligible Individual. The number and terms and conditions of Restricted Stock Units shall be determined by the Administrator. The Administrator shall specify the date or dates on which the Restricted Stock Units shall become fully vested and nonforfeitable, and may specify such conditions to vesting as it deems appropriate, including conditions based on one or more Performance Criteria or other specific criteria, including service to the Company or any Affiliate, in each case on a specified date or dates or over any period or periods, as determined by the Administrator. The Administrator shall specify, or permit the Participant to elect, the conditions and dates upon which the Shares underlying the Restricted Stock Units which shall be issued, which dates shall not be earlier than the date as of which the Restricted Stock Units vest and become nonforfeitable and which conditions and dates shall be subject to compliance with Section 409A of the Code or an exemption therefrom. On the distribution dates, the Company shall issue to the Participant one unrestricted, fully transferable Share (or the Fair Market Value of one such Share in cash) for each vested and nonforfeitable Restricted Stock Unit.

9.6    Performance Share Awards. Any Eligible Individual selected by the Administrator may be granted one or more Performance Share Awards which shall be denominated in a number of Shares and the vesting of which may be linked to any one or more of the Performance Criteria, other specific performance criteria (in each case on a specified date or dates or over any period or periods determined by the Administrator) and/or time-vesting or other criteria, as determined by the Administrator.

9.7    Other Incentive Awards.  The Administrator is authorized to grant Other Incentive Awards to any Eligible Individual, which Awards may cover Shares or the right to purchase Shares or have a value derived from the value of, or an exercise or conversion privilege at a price related to, or that are otherwise payable in or based on, Shares, shareholder value or shareholder return, in each case on a specified

date or dates or over any period or periods determined by the Administrator. Other Incentive Awards may be linked to any one or more of the Performance Criteria or other specific performance criteria determined appropriate by the Administrator.

9.8    Cash Settlement. Without limiting the generality of any other provision of the Plan, the Administrator may provide, in an Award Agreement or subsequent to the grant of an Award, in its discretion, that any Award may be settled in cash, Shares or a combination thereof.
9.9    Other Terms and Conditions. All applicable terms and conditions of each Award described in this Article 9, including without limitation, as applicable, the term, vesting and exercise/purchase price applicable to the Award, shall be set by the AdministratorCommittee, in its sole discretion, provideddetermines that any dividend or other distribution (whether in the form of cash, Stock, other securities, or other property), however, that the valuerecapitalization, reclassification, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase, liquidation, dissolution, or sale, transfer, exchange or other disposition of the consideration shall not be less than the par value of a Share, unless otherwise permitted by applicable law.

9.10    Exercise upon Termination of Service. Awards described in this Article 9 are exercisable or distributable, as applicable, only while the Participant is an Employee, Director or Consultant, as applicable. The Administrator, however, in its sole discretion may provide that such Award may be exercised or distributed subsequent to a Termination of Service as provided under an applicable Program, Award Agreement, payment deferral election and/or in certain events, including a Change in Control, the Participant’s death, retirement or disability or any other specified Termination of Service.


ARTICLE 10.
STOCK APPRECIATION RIGHTS
10.1    Grant of Stock Appreciation Rights.

(a)    The Administrator is authorized to grant Stock Appreciation Rights to Eligible Individuals from time to time, in its sole discretion, on such terms and conditions as it may determine consistent with the Plan.

(b)    A Stock Appreciation Right shall entitle the Participant (or other person entitled to exercise the Stock Appreciation Right pursuant to the Plan) to exercise all or a specified portion of the Stock Appreciation Right (to the extent then-exercisable pursuant to its terms) and to receive from the Company an amount determined by multiplying the difference obtained by subtracting the exercise price per share of the Stock Appreciation Right from the Fair Market Value on the date of exercise of the Stock Appreciation Right by the number of Shares with respect to which the Stock Appreciation Right shall have been exercised, subject to any limitations the Administrator may impose. Except as described in Section 10.1(c) hereof, the exercise price per Share subject to each Stock Appreciation Right shall be set by the Administrator, but shall not be less than 100% of the Fair Market Value on the date the Stock Appreciation Right is granted.

(c)    Notwithstanding the foregoing provisions of Section 10.1(b) hereof to the contrary, in the case of a Stock Appreciation Right that is a Substitute Award, the price per share of the shares subject to such Stock Appreciation Right may be less than 100% of the Fair Market Value per share on the date of grant; provided, however, that the excess of: (a) the aggregate Fair Market Value (as of the date such Substitute Award is granted) of the shares subject to the Substitute Award, over (b) the aggregate exercise price thereof does not exceed the excess of (x) the aggregate fair market value (as of the time immediately preceding the transaction giving rise to the Substitute Award, such fair market value to be determined by the Administrator) of the shares of the predecessor entity that were subject to the grant assumed or substituted for by the Company, over (y) the aggregate exercise price of such shares.

10.2    Stock Appreciation Right Vesting.

(a)    The period during which the right to exercise, in whole or in part, a Stock Appreciation Right vests in the Participant shall be set by the Administrator and the Administrator may determine that a Stock Appreciation Right may not be exercised in whole or in part for a specified period after it is granted. Such vesting may be based on service with the Company or any Affiliate, or any other criteria selected by the Administrator. At any time after grant of a Stock Appreciation Right, the Administrator may, in its sole discretion and subject to whatever terms and conditions it selects, accelerate the period during which a Stock Appreciation Right vests.

(b)    No portion of a Stock Appreciation Right which is unexercisable at Termination of Service shall thereafter become exercisable, except as may be otherwise provided by the Administrator either in an applicable Program or Award Agreement or by action of the Administrator following the grant of the Stock Appreciation Right.

10.3    Manner of Exercise. All or a portion of an exercisable Stock Appreciation Right shall be deemed exercised upon delivery ofsubstantially all of the following to the stock administratorassets of the Company, or suchexchange of Stock or other personsecurities of the Company, issuance of warrants or entity designated byother rights to purchase Stock or other securities of the Administrator,Company, or his, herother similar corporate transaction or its office, as applicable:

(a)    A written or electronic notice complying with the applicable rules established by the Administrator stating thatevent, affects the Stock Appreciation Right, or a portion thereof,such that an adjustment is exercised. The notice shall be signed by the Participant or other person then-entitled to exercise the Stock Appreciation Right or such portion of the Stock Appreciation Right;

(b)    Such representations and documents as the Administrator, in its sole discretion, deems necessary or advisable to effect compliance with all applicable provisions of the Securities Act and any other federal, state or foreign securities laws or regulations. The Administrator may, in its sole discretion, also take whatever additional actions it deems appropriate to effect such compliance; and

(d)In the event that the Stock Appreciation Right shall be exercised pursuant to this Section 10.3 by any person or persons other than the Participant, appropriate proof of the right of such person or persons to exercise the Stock Appreciation Right.

10.4    Stock Appreciation Right Term. The term of each Stock Appreciation Right shall be set by the Administrator in its sole discretion; provided, however, that the term shall not be more than ten (10) years from the date the Stock Appreciation Right is granted. The Administrator shall determine the time period, including the time period following a Termination of Service, during which the Participant has the right to exercise the vested Stock Appreciation Rights, which time period may not extend beyond the expiration date of the Stock Appreciation Right term. Except as limited by the requirements of Section 409A of the Code, the Administrator may extend the term of any outstanding Stock Appreciation Right, and may extend the time period during which vested Stock Appreciation Rights may be exercised, in connection with any Termination of Service of the Participant, and may amend any other term or condition of such Stock Appreciation Right relating to such a Termination of Service.

10.5    Payment. Payment of the amounts payable with respect to Stock Appreciation Rights pursuant to this Article 10 shall be in cash, Shares (based on its Fair Market Value as of the date the Stock Appreciation Right is exercised), or a combination of both, as determined by the Administrator.


ARTICLE 11.
ADDITIONAL TERMS OF AWARDS
11.1    Payment. The Administrator shall determine the methods by which payments by any Participant with respect to any Awards granted under the Plan shall be made, including, without limitation: (a) cash or check, (b) Shares (including, in the case of payment of the exercise price of an Award, Shares issuable pursuant to the exercise of the Award) held for such period of time as may be required by the Administrator in order to avoid adverse accounting consequences, in each case, having a Fair Market Value on the date of delivery equal to the aggregate payments required, (c) delivery of a writtenprevent dilution or electronic notice that the Participant has placed a market sell order with a broker with respect to Shares then-issuable upon exercise or vesting of an Award, and that the broker has been directed to pay a sufficient portionenlargement of the net proceeds of the sale to the Company in satisfaction of the aggregate payments required; provided, however, that payment of such proceeds is then made to the Company upon settlement of such sale,benefits or (d) other form of legal consideration acceptable to the Administrator. The Administrator shall also determine the methods by which Shares shall be delivered or deemedpotential benefits intended to be delivered to Participants. Notwithstanding any other provision of the Plan to the contrary, no Participant who is a Director or an “executive officer” of the Company within the meaning of Section 13(k) of the Exchange Act shall be permitted to make payment with respect to any Awards grantedmade available under the Plan or continue any extension of credit with respect to such payment with a loan from the Company or a loan arranged by the Company in violation of Section 13(k) of the Exchange Act.

11.2    Tax Withholding. The Company and its Affiliates shall have the authority and the right to deduct or withhold, or require a Participant to remit to the Company or an Affiliate, an amount sufficient to satisfy federal, state, local and foreign taxes (including the Participant’s social security, Medicare and any other employment tax obligation) required by law to be withheld with respect to any taxable event concerning a Participant arising as a result of the Plan. The Administrator may in its sole discretion and in satisfaction of the foregoing requirement allow a Participant to elect to have the Company or an Affiliate withhold Shares otherwise issuable under an Award (or allow the surrender of Shares). The Administrator shall determine the fair market value of the Shares, consistent with applicable provisions of the Code, for tax withholding obligations due in connection with a broker-assisted cashless Option, or Stock Appreciation Right exercise involving the sale of shares to pay the Option or Stock Appreciation Right exercise price or any tax withholding obligation.

11.3    Transferability of Awards.

(a)    Except as otherwise provided in Section 11.3(b) or (c) hereof:

(i)No Award under the Plan may be sold, pledged, assigned or transferred in any manner other than by will or the laws of descent and distribution or, subject to the consent of the Administrator, pursuant to a DRO, unless and until such Award has been exercised, or the shares underlying such Award have been issued, and all restrictions applicable to such shares have lapsed;

(ii)No Award or interest or right therein shall be liable for the debts, contracts or engagements of the Participant or his successors in interest or shall be subject to disposition by transfer, alienation, anticipation, pledge, hypothecation, encumbrance, assignment or any other means whether such disposition be voluntary or involuntary or by operation of law by judgment, levy, attachment, garnishment or any other legal or equitable proceedings (including bankruptcy) unless and until such Award has been exercised, or the Shares underlying such Award have been issued, and all restrictions applicable to such Shares have lapsed, and any attempted disposition of an Award prior to the satisfaction of these conditions shall be null and void and of no effect, except to the extent that such disposition is permitted by clause (i) of this provision; and

(iii)During the lifetime of the Participant, only the Participant may exercise an Award (or any portion thereof) granted to him under the Plan, unless it has been disposed of pursuant to a DRO; after the death of the Participant, any exercisable portion of an Award may, prior to the time when such portion becomes unexercisable under the Plan or the applicable Program or Award Agreement, be exercised by his personal representative or by any person empowered to do so under the deceased Participant’s will or under the then applicable laws of descent and distribution.

(b)    Notwithstanding Section 11.3(a) hereof, the Administrator, in its sole discretion, may determine to permit a Participant to transfer an Award other than an Incentive Stock Option to any one or more Permitted Transferees, subject to the following terms and conditions: (i) an Award transferred to a Permitted Transferee shall not be assignable or transferable by the Permitted Transferee other than by will or the laws of descent and distribution; (ii) an Award transferred to a Permitted Transferee shall continue to be subject to all the terms and conditions of the Award as applicable to the original Participant (other than the ability to further transfer the Award); and (iii) the Participant and the Permitted Transferee shall execute any and all documents requested by the Administrator, including without limitation, documents to (A) confirm the status of the transferee as a Permitted Transferee, (B) satisfy any requirements for an exemption for the transfer under applicable federal, state and foreign securities laws and (C) evidence the transfer.

(c)    Notwithstanding Section 11.3(a) hereof, a Participant may, in the manner determined by the Administrator, designate a beneficiary to exercise the rights of the Participant and to receive any distribution with respect to any Award upon the Participant’s death. A beneficiary, legal guardian, legal representative, or other person claiming any rights pursuant to the Plan is subject to all terms and conditions of the Plan and any Program or Award Agreement applicable to the Participant, except to the extent the Plan, the Program and the Award Agreement otherwise provide, and to any additional restrictions deemed necessary or appropriate by the Administrator. If the Participant is married and resides in a “community property” state, a designation of a person other than the Participant’s spouse as his or her beneficiary with respect to more than 50% of the Participant’s interest in the Award shall not be effective without the prior written or electronic consent of the Participant’s spouse. If no beneficiary has been designated or survives the Participant, payment shall be made to the person entitled thereto pursuant to the Participant’s will or the laws of descent and distribution. Subject to the foregoing, a beneficiary designation may be changed or revoked by a Participant at any time provided the change or revocation is filed with the Administrator prior to the Participant’s death.
11.4    Conditions to Issuance of Shares.

(a)    Notwithstanding anything herein to the contrary, neither the Company nor its Affiliates shall be required to issue or deliver any certificates or make any book entries evidencing Shares pursuant to the exercise of any Award, unless and until the Administrator has determined, with advice of counsel, that the issuance of such Shares is in compliance with all applicable laws, regulations of governmental authorities and, if applicable, the requirements of any exchange on which the Shares are listed or traded, and the Shares are covered by an effective registration statement or applicable exemption from registration. In addition to the terms and conditions provided herein, the Administrator may require that a Participant make such reasonable covenants, agreements, and representations as the Administrator, in its discretion, deems advisable in order to comply with any such laws, regulations, or requirements.

(b)    All Share certificates delivered pursuant to the Plan and all shares issued pursuant to book entry procedures are subject to any stop-transfer orders and other restrictions as the Administrator deems necessary or advisable to comply with federal, state, or foreign securities or other laws, rules and regulations and the rules of any securities exchange or automated quotation system on which the Shares are listed, quoted, or traded. The Administrator may place legends on any Share certificate or book entry to reference restrictions applicable to the Shares.

(c)    The Administrator shall have the right to require any Participant to comply with any timing or other restrictions with respect to the settlement, distribution or exercise of any Award, including a window-period limitation, as may be imposed in the sole discretion of the Administrator.

(d)    No fractional Shares shall be issued and the Administrator shall determine, in its sole discretion, whether cash shall be given in lieu of fractional shares or whether such fractional shares shall be eliminated by rounding down.

(e)Notwithstanding any other provision of the Plan, unless otherwise determined by the Administrator or required by any applicable law, rule or regulation, the Company and/or its Affiliates may, in lieu of delivering to any Participant certificates evidencing Shares issued in connection with any Award, record the issuance of Shares in the books of the Company (or, as applicable, its transfer agent or stock plan administrator).

11.5    Forfeiture Provisions. Pursuant to its general authority to determine the terms and conditions applicable to Awards under the Plan, the Administrator shall have the right to provide, in the terms of Awards made under the Plan, or to require a Participant to agree by separate written or electronic instrument, that: (a)(i) any proceeds, gains or other economic benefit actually or constructively received by the Participant upon any receipt or exercise of the Award, or upon the receipt or resale of any Shares underlying the Award, must be paid to the Company, and (ii) the Award shall terminate and any unexercised portion of the Award (whether or not vested) shall be forfeited, if (b)(i) a Termination of Service occurs prior to a specified date, or within a specified time period following receipt or exercise of the Award, or (ii) the Participant at any time, or during a specified time period, engages in any activity in competition with the Company, or which is inimical, contrary or harmful to the interests of the Company, as further defined by the Administrator or (iii) the Participant incurs a Termination of Service for “cause” (as such term is defined in the sole discretion of the Administrator).

11.6    Prohibition on Repricing. Subject to Section 13.2 hereof, the Administrator shall not, without the approval of the stockholders of the Company, (i) authorize the amendment of any outstanding Option or Stock Appreciation Right to reduce its price per share, or (ii) cancel any Option or Stock Appreciation Right in exchange for cash or another Award when the Option or Stock Appreciation Right price per share exceeds the Fair Market Value of the underlying Shares. Subject to Section 13.2 hereof, the Administrator shall have the authority, without the approval of the stockholders of the Company, to amend any outstanding award to increase the price per share or to cancel and replace an Award with the grant of an Award having a price per share that is greater than or equal to the price per share of the original Award.


ARTICLE 12.
ADMINISTRATION
12.1    Administrator. The Committee (or another committee or a subcommittee of the Board assuming the functions of the Committee under the Plan) shall administer the Plan (except as otherwise permitted herein) and shall consist solely of two or more Non-Employee Directors appointed by and holding office at the pleasure of the Board, each of whom is intended to qualify as a “non-employee director” as defined by Rule 16b-3 of the Exchange Act, an “outside director” for purposes of Section 162(m) of the Code and an “independent director” under the rules of any securities exchange or automated quotation system on which the Shares are listed, quoted or traded, in each case, to the extent required under such provision; provided, however, that any action taken by the Committee shall, be valid and effective, whether or not members of the Committee at the time ofin such action are later determined not to have satisfied the requirements for membership set forth in this Section 12.l or otherwise provided in any charter of the Committee. Except as may otherwise be provided in any charter of the Committee, appointment of Committee members shall be effective upon acceptance of appointment. Committee members may resign at any time by delivering written or electronic notice to the Board. Vacancies in the Committee may only be filled by the Board. Notwithstanding the foregoing, (a) the full Board, acting by a majority of its members in office, shall conduct the general administration of the Plan with respect to Awards granted to Non-Employee Directors and (b) the Board or Committee may delegate its authority hereunder to the extent permitted by Section 12.6 hereof.

12.2    Duties and Powers of Administrator. It shall be the duty of the Administrator to conduct the general administration of the Plan in accordance with its provisions. The Administrator shall have the power to interpret the Plan and all Programs and Award Agreements, and to adopt such rules for the administration, interpretation and application of the Plan and any Program as are not inconsistent with the Plan, to interpret, amend or revoke any such rules and to amend any Program or Award Agreement provided that the rights or obligations of the holder of the Award that is the subject of any such Program or Award Agreement are not affected adversely by such amendment, unless the consent of the Participant is obtained or such amendment is otherwise permitted under Section 13.10 hereof. Any such grant or award under the Plan need not be the same with respect to each Participant. Any such interpretations and rules with respect to Incentive Stock Options shall be consistent with the provisions of Section 422 of the Code. In its sole discretion, the Board may at any time and from time to time exercise any and all rights and duties of the Committee under the Plan except with respect to matters which under Rule 16b‑3 under the Exchange Act, Section 162(m) of the Code, or the rules of any securities exchange or automated quotation system on which the Shares are listed, quoted or traded are required to be determined in the sole discretion of the Committee.

12.3    Action by the Committee. Unless otherwise established by the Board or in any charter of the Committee, a majority of the Committee shall constitute a quorum and the acts of a majority of the members present at any meeting at which a quorum is present, and acts approved in writing by all members of the Committee in lieu of a meeting, shall be deemed the acts of the Committee. Each member of the Committee is entitled to, in good faith, rely or act upon any report or other information furnished to that member by any officer or other employee of the Company or any Affiliate, the Company’s independent certified public accountants, or any executive compensation consultant or other professional retained by the Company to assist in the administration of the Plan.

12.4    Authority of Administrator. Subject to any specific designation in the Plan, the Administrator has the exclusive power, authority and sole discretion to:

(a)     Designate Eligible Individuals to receive Awards;

(b)     Determine the type or types of Awards to be granted to each Eligible Individual;

(c)     Determine the number of Awards to be granted and the number of Shares to which an Award will relate;

(d)     Determine the terms and conditions of any Award granted pursuant to the Plan, including, but not limited to, the exercise price, grant price, or purchase price, any performance criteria, any restrictions or limitations on the Award, any schedule for vesting, lapse of forfeiture restrictions or restrictions on the exercisability of an Award, and accelerations or waivers thereof, and any provisions related to non-competition and recapture of gain on an Award, based in each case on such considerations as the Administrator in its sole discretion determines;
(e) Determine whether, to what extent, and pursuant to what circumstances an Award may be settled in, or the exercise price of an Award may be paid in cash, Shares, other Awards, or other property, or an Award may be canceled, forfeited, or surrendered;

(f)Prescribe the form of each Award Agreement, which need not be identical for each Participant;

(g)Decide all other matters that must be determined in connection with an Award;

(h)Establish, adopt, or revise any rules and regulationsmanner as it may deem necessaryequitable, adjust any or advisable to administer the Plan;all of:

(i)Interpret the terms of, and any matter arising pursuant to, the Plan, any Program or any Award Agreement; and

(j)Make all other decisions and determinations that may be required pursuant to the Plan or as the Administrator deems necessary or advisable to administer the Plan.

12.5    Decisions Binding. The Administrator’s interpretation of the Plan, any Awards granted pursuant to the Plan, any Program, any Award Agreement and all decisions and determinations by the Administrator with respect to the Plan are final, binding, and conclusive on all parties.

12.6    Delegation of Authority. To the extent permitted by applicable law or the rules of any securities exchange or automated quotation system on which the Shares are listed, quoted or traded, the Board or Committee may from time to time delegate to a committee of one or more members of the Board or one or more officers of the Company the authority to grant or amend Awards or to take other administrative actions pursuant to this Article 12; provided, however, that in no event shall an officer of the Company be delegated the authority to grant awards to, or amend awards held by, the following individuals: (a) individuals who are subject to Section 16 of the Exchange Act, (b) Covered Employees, or (c) officers of the Company (or Directors) to whom authority to grant or amend Awards has been delegated hereunder; providedfurther, that any delegation of administrative authority shall only be permitted to the extent it is permissible under Section 162(m) of the Code and applicable securities laws or the rules of any securities exchange or automated quotation system on which the Shares are listed, quoted or traded. Any delegation hereunder shall be subject to the restrictions and limits that the Board or Committee specifies at the time of such delegation, and the Board may at any time rescind the authority so delegated or appoint a new delegatee. At all times, the delegatee appointed under this Section 12.6 shall serve in such capacity at the pleasure of the Board and the Committee.


ARTICLE 13.

MISCELLANEOUS PROVISIONS

13.1    Amendment, Suspension or Termination of the Plan. Except as otherwise provided in this Section 13.1, the Plan may be wholly or partially amended or otherwise modified, suspended or terminated at any time or from time to time by the Board. However, without approval of the Company’s stockholdersgiven within twelve (12) months before or after the action by the Administrator, no action of the Administrator may, except as provided in Section 13.2 hereof, (i) increase the Share Limit, (ii) reduce the price per share of any outstanding Option or Stock Appreciation Right granted under the Plan, or (iii) cancel any Option or Stock Appreciation Right in exchange for cash or another Award in violation of Section 11.6 hereof. Except as provided in Section 13.10 hereof, no amendment, suspension or termination of the Plan shall, without the consent of the Participant, impair any rights or obligations under any Award theretofore granted or awarded, unless the Award itself otherwise expressly so provides. No Awards may be granted or awarded during any period of suspension or after termination of the Plan, and in no event may any Award be granted under the Plan after the tenth (10th) anniversary of the Effective Date.

13.2    Changes in Common Stock or Assets of the Company, Acquisition or Liquidation of the Company and Other Corporate Events.
(a)    In the event of any stock dividend, stock split, combination or exchange of shares, merger, consolidation or other distribution (other than normal cash dividends) of Company assets to stockholders, or any other change affecting the shares of the Company’s stock or the share price of the Company’s stock other than an Equity Restructuring, the Administrator shall make equitable adjustments, if any, to reflect such change with respect to (i)    the aggregate number and kind of shares thatof Stock (or other securities or property) with respect to which Options may be issued under the Plangranted (including, but not limited to, adjustments of the Share Limit and Individual Award Limits); limitation in Section 3(a) hereof on the maximum number of shares of Stock which may be purchased),
(ii)    the number and kind of shares of Common Stock (or other securities or property) subject to outstanding Awards; Options, and
(iii)    the terms and conditions of any outstanding Awards (including, without limitation, any applicable performance targets or criteriaOption Price with respect thereto); and/or (iv) the grant or exercise price per share forto any outstanding Awards under the Plan. Any adjustment affecting an Award intended as Performance-Based Compensation shall be made consistent with the requirements of Section 162(m) of the Code unless otherwise determined by the Administrator.Option.
(b)    InSubject to Section 9(c) hereof, in the event of any transaction or event described in Section 13.2(a)9(a) hereof or any unusual or nonrecurring transactions or events affecting the Company, any Affiliate of the Company,Parent Corporation, any Subsidiary Corporation, or the financial statements of the Company or any Affiliate,Parent Corporation or Subsidiary Corporation, or of changes in applicable laws, regulations, or accounting principles, the Administrator,Committee, in its sole discretion, and on such terms and conditions as it deems appropriate, either by the terms of the AwardOption or by action taken prior tobefore the occurrence of such transaction or event and either automatically or upon the Participant’s request, is hereby authorized to take any one or more of the following actions whenever the AdministratorCommittee determines that such action is appropriate in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the Plan or with respect to any AwardOption under the Plan, to facilitate such transactions or events or to give effect to such changes in laws, regulations or principles:

(i)    To provide that all Options outstanding shall terminate without being exercised on such date as the Committee determines in its sole discretion, in which case all Participant Accounts shall be refunded to the respective Participants in a lump sum in cash within thirty days after such determination, without any interest thereon;
(i)(ii)    To provide that all Options outstanding shall be exercised before the Date of Exercise of such Options on such date as the Committee determines in its sole discretion and such Options shall terminate immediately after such exercises;
(iii)    To provide for either (A) terminationthe purchase of any such Award in exchangeOption outstanding for an amount of cash if any, equal to the amount that wouldcould have been attainedobtained upon the exercise of such AwardOption had such Option been currently exercisable and shares issued thereunder sold, or realization of the Participant’s rights (and, for the avoidance of doubt, if as of the date of the occurrence of the transaction or event described in this Section 13.2, the Administrator determines in good faith that no amount would have been attained upon the exercise of such Award or realization of the Participant’s rights, then such Award may be terminated by the Company without payment) or (B) the replacement of such AwardOption with other rights or property selected by the AdministratorCommittee in its sole discretion having an aggregate value not exceeding the amount that could have been attained upon the exercise of such Award or realization of the Participant’s rights had such Award been currently exercisable or payable or fully vested;discretion;

(ii)(iv)    To provide that such AwardOption be assumed by the successor or survivor corporation, or a parent or subsidiary thereof, or shall be substituted for by similar options, rights or awards covering the stock of the successor or survivor corporation, or a parent or subsidiary thereof, with appropriate adjustments as to the number and kind of shares and prices; and


(iii)(v)    To make adjustments in the number and type of shares of Stock (or other securities or property) subject to outstanding AwardsOptions, or in the terms and Awardsconditions of outstanding Options, or Options which may be granted in the future and/or in the terms, conditions and criteria included in such Awards (including the grant or exercise price, as applicable);future.

(iv)To provide that such Award shall be exercisable or payable or fully vested with respect to all securities covered thereby, notwithstanding anything to the contrary in the Plan or an applicable Program or Award Agreement; and

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(v)To provide that the Award cannot vest, be exercised or become payable after such event.

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(i)    The number and type of securities subject to each outstanding Award and the exercise price or grant price thereof, if applicable, shall be equitably adjusted; and/or

(ii)    The Administrator shall make such equitable adjustments, if any, as the Administrator in its discretion may deem appropriate to reflect such Equity Restructuring with respect to the aggregate number and kind of shares that may be issued under the Plan (including, but not limited to, adjustments to the Share Limit and the Individual Award Limits). The adjustments provided under this Section 13.2(c) shall be nondiscretionary and shall be final and binding on the affected Participant and the Company.

(d)    Notwithstanding any other provision of the Plan, in the event of a Change in Control, each outstanding Award shall be assumed or an equivalent Award substituted by the successor corporation or a parent or subsidiary of the successor corporation. For the purposes of this Section 13.2(d), an Award shall be considered assumed or substituted if, following the Change in Control, the assumed or substituted Award confers the right to purchase or receive, for each share of Common Stock subject to the Award immediately prior to the Change in Control, the consideration (whether stock, cash, or other securities or property) received in the Change in Control by holders of Common Stock for each Share held on the effective date of the transaction (and if holders were offered a choice of consideration, the type of consideration chosen by the holders of a majority of the outstanding shares); provided, however, that if such consideration received in the Change in Control was not solely common stock of the successor corporation or its parent, the Administrator may, with the consent of the successor corporation, provide for the consideration to be received upon the exercise of the assumed or substituted Award, for each share of Common Stock subject to such Award, to be solely common stock of the successor corporation or its parent equal in fair market value to the per share consideration received by holders of Common Stock in the Change in Control.

(e)    In the event that the successor corporation in a Change in Control and its parents and subsidiaries refuse to assume or substitute for any Award in accordance with Section 13.2(d) hereof, each such non-assumed/substituted Award shall become fully vested and, as applicable, exercisable and shall be deemed exercised, immediately prior to the consummation of such transaction, and all forfeiture restrictions on any or all such Awards shall lapse at such time. If an Award vests and, as applicable, is exercised in lieu of assumption or substitution in connection with a Change in Control, the Administrator shall notify the Participant of such vesting and any applicable exercise , and the Award shall terminate upon the Change in Control. For the avoidance of doubt, if the value of an Award that is terminated in connection with this Section 13.2(e) is zero or negative at the time of such Change in Control, such Award shall be terminated upon the Change in Control without payment of consideration therefor.

(f)    The Administrator may, in its sole discretion, include such further provisions and limitations in any Award, agreement or certificate, as it may deem equitable and in the best interests of the Company that are not inconsistent with the provisions of the Plan.

(g)     With respect to Awards which are granted to Covered Employees and are intended to qualify as Performance-Based Compensation, no adjustment or action described in this Section 13.2 or in any other provision of the Plan shall be authorized to the extent that such adjustment or action would cause such Award to fail to so qualify as Performance-Based Compensation, unless the Administrator determines that the Award should not so qualify.(c)    No adjustment or action described in this Section 13.29 or in any other provision of the Plan shall be authorized to the extent that such adjustment or action would cause the Plan to violatefail to satisfy the requirements of Section 422(b)(1)423 of the Code. Furthermore, no such adjustment or action shall be authorized with respect to any Award to the extent such adjustment or action would result in short-swing profits liability under Section 16 of the Exchange Act, or violate the exemptive conditions of Rule 16b-3 unless the AdministratorCommittee determines that the AwardOption is not to comply with such exemptive conditions.

(h)(d)    The existence of the Plan the Program, the Award Agreement and the AwardsOptions granted hereunder shall not affect or restrict in any way the right or power of the Company or the stockholders of the Company to make or authorize any adjustment, recapitalization, reorganization or other change in the Company’s capital structure or its business, any merger or consolidation of the Company, any issue of stock or of options, warrants or rights to purchase stock or of bonds, debentures, preferred or prior preference stocks whose rights are superior to or affect the Common Stock or the rights thereof orof which are convertible into or exchangeable for Common Stock, or the dissolution or liquidation of the Company, or any sale or transfer of all or any part of its assets or business, or any other corporate act or proceeding, whether of a similar character or otherwise.

(i)    No action shall be taken under this Section 13.2 which shall cause an Award to fail to comply with Section 409A of the Code to the extent applicable to such Award, unless the Administrator determines any such adjustments to be appropriate.

(j)    In the event of any pending stock dividend, stock split, combination or exchange of shares, merger, consolidation or other distribution (other than normal cash dividends) of Company assets to stockholders, or any other change affecting the shares of

Common Stock or the share price of the Common Stock including any Equity Restructuring, for reasons of administrative convenience, the Company in its sole discretion may refuse to permit the exercise of any Award during a period of thirty (30) days prior to the consummation of any such transaction.

13.310.    Approval of Plan by StockholdersUSE OF FUNDS; NO INTEREST PAID. The Plan will be submitted forAll funds received or held by the approval of the Company’s stockholders within twelve (12) months after the date of the Board’s initial adoption of the Plan.

13.4    No Stockholders Rights. Except as otherwise provided herein or in an Award Agreement, a Participant shall have none of the rights of a stockholder with respect to shares of Common Stock covered by any Award until the Participant becomes the record owner of such shares of Common Stock.

13.5    Paperless Administration. In the event that the Company establishes, for itself or using the services of a third party, an automated system for the documentation, granting or exercise of Awards, such as a system using an internet website or interactive voice response, then the paperless documentation, granting or exercise of Awards by a Participant may be permitted through the use of such an automated system.

13.6    Effect of Plan upon Other Compensation Plans. The adoption of the Plan shall not affect any other compensation or incentive plans in effect for the Company or any Affiliate. Nothing in the Plan shall be construed to limit the right of the Company or any Affiliate: (a) to establish any other forms of incentives or compensation for Employees, Directors or Consultants of the Company or any Affiliate, or (b) to grant or assume options or other rights or awards otherwise than under the Plan in connection with any proper corporate purpose including without limitation, the grant or assumption of options in connection with the acquisition by purchase, lease, merger, consolidation or otherwise, of the business, stock or assets of any corporation, partnership, limited liability company, firm or association.

13.7    Compliance with Laws. The Plan, the granting and vesting of Awards under the Plan and the issuance and delivery of Shares and the payment of money under the Plan or under Awards granted or awarded hereunder are subject to compliance with all applicable federal, state, local and foreign laws, rules and regulations (including but not limited to state, federal and foreign securities law and margin requirements), the rules of any securities exchange or automated quotation system on which the Shares are listed, quoted or traded, and to such approvals by any listing, regulatory or governmental authority as may, in the opinion of counsel for the Company, be necessary or advisable in connection therewith. Any securities delivered under the Plan shall be subjectincluded in the general funds of the Company free of any trust or other restriction and may be used for any corporate purpose. No interest will be paid to any Participant or credited to any Participant’s Account with respect to such restrictions,funds.
11.    AMENDMENT, SUSPENSION OR TERMINATION OF THE PLAN.
(a)    The Board or the Committee may amend, suspend, or terminate the Plan at any time and the person acquiring such securities shall, if requestedfrom time to time, provided that approval by the Company, provideCompany’s stockholders shall be required to amend the Plan: (1) to increase (other than an increase pursuant to Section 9(a) hereof) the number of shares of Stock that may be sold pursuant to Options under the Plan, or (2) in any manner that would cause the Plan to no longer be an “employee stock purchase plan” within the meaning of Section 423(b) of the Code. Without stockholder consent and without regard to whether any Participant rights may be considered to have been “adversely affected,” the Board or the Committee, as applicable, shall be entitled to implement new or additional Offerings, change the Offering Periods, limit the frequency and/or number of changes in the amount withheld during an Offering Period, establish the exchange ratio applicable to amounts withheld in a currency other than U.S. dollars, permit payroll withholding in excess of the amount designated by a Participant in order to adjust for delays or mistakes in the Company’s processing of properly completed withholding elections, establish reasonable waiting and adjustment periods and/or accounting and crediting procedures to ensure that amounts applied toward the purchase of Stock for each Participant properly correspond with amounts withheld from the Participant’s Compensation, and establish such assurances and representations to the Companyother limitations or procedures as the CompanyBoard or the Committee, as applicable, determines in its sole discretion advisable which are consistent with the Plan and Section 423 of the Code.
(b)    In the event the Board or the Committee, as applicable, determines that the ongoing operation of the Plan may deem necessaryresult in unfavorable financial accounting consequences, the Board or desirablethe Committee, as applicable, may, to assure compliance with all applicable legal requirements. To the extent permitted by applicable law,under Section 423 of the PlanCode, in its discretion and, Awards granted or awarded hereunder shall be deemed amended to the extent necessary or desirable, modify or amend the Plan to conform toreduce or eliminate such laws, rules and regulations.accounting consequence including, but not limited to:

13.8    Titles and Headings, References to Sections(i)    altering, but not reducing, the Option Price for any Offering Period including an Offering Period underway at the time of the Code or Exchange Act. The titles and headings of the sectionschange in the Plan are for convenienceOption Price;
(ii)    shortening any Offering Period so that the Offering Period ends on a new Date of reference onlyExercise, including an Offering Period underway at the time of such action; and in
(iii)    allocating shares.
Such modifications or amendments shall not require stockholder approval or the eventconsent of any conflict, the textParticipants.
12.    ADMINISTRATION BY COMMITTEE; RULES AND REGULATIONS.
(a)    Appointment of the Plan, rather than such titles or headings, shall control. References to sections of the Code or the Exchange Act shall include any amendment or successor thereto.

13.9    Governing LawCommittee. The Plan and any agreements hereunder shall be administered interpretedby the Committee, which shall be composed of members of the Board. Each member of the Committee shall serve for a term commencing on a date specified by the Board and enforcedcontinuing until the member dies, resigns or is removed from office by the Board. The Committee at its option may utilize the services of an Agent and/or employees of the Company to assist in the administration of the Plan, including establishing and maintaining an individual securities account under the internal laws of the State of California without regard to conflicts of laws thereof.Plan for each Participant.


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13.10(b)    Section 409ADuties and Powers of Committee. ToIt shall be the extent thatduty of the Administrator determines that any Award granted underCommittee to conduct the general administration of the Plan isin accordance with the provisions of the Plan. The Committee shall have the power, subject to, Section 409Aand within the limitations of, the Code,express provisions of the Plan, anyPlan:
(i)    To establish Offerings and applicable ProgramOffering Periods;
(ii)    To determine when and how Options shall be granted and the Award Agreement covering such Award shallprovisions and terms of each Offering Period (which need not be interpretedidentical);
(iii)    To select Designated Subsidiaries in accordance with Section 409A13 hereof; and
(iv)    To construe and interpret the Plan and the terms of the Code. Notwithstanding any provisionOptions and to adopt such rules for the administration, interpretation, and application of the Plan as are consistent therewith and to the contrary,interpret, amend or revoke any such rules. The Committee, in the event that, following the Effective Date, the Administrator determines thatexercise of this power, may correct any Award may be subject to Section 409A of the Code, the Administrator may adopt such amendments to the Plan, any applicable Program and the Award Agreementdefect, omission or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, that the Administrator determines are necessary or appropriate to avoid the imposition of taxes on the Award under Section 409A of the Code, either through compliance with the requirements of Section 409A of the Code or with an available exemption therefrom.

13.11    No Rights to Awards. No Eligible Individual or other person shall have any claim to be granted any Award pursuant to the Plan, and neither the Company nor the Administrator is obligated to treat Eligible Individuals, Participants or any other persons uniformly.

13.12    Unfunded Status of Awards. The Plan is intended to be an “unfunded” plan for incentive compensation. With respect to any payments not yet made to a Participant pursuant to an Award, nothing containedinconsistency in the Plan or any ProgramOption, in a manner and to the extent it shall deem necessary or Award Agreement shall giveexpedient to make the Participant any rights that are greater than those of a general creditorPlan fully effect, subject to Section 423 of the CompanyCode and the regulations promulgated thereunder.
The Committee may adopt rules or procedures relating to the operation and administration of the Plan to accommodate the specific requirements of local laws and procedures. Without limiting the generality of the foregoing, the Committee is specifically authorized to adopt rules and procedures regarding handling of participation elections, payroll deductions, payment of interest, conversion of local currency, payroll tax, withholding procedures and handling of stock certificates which vary with local requirements. In its absolute discretion, the Board may at any Affiliate.time and from time to time exercise any and all rights and duties of the Committee under the Plan.
(c)    Sub-Plans. The Committee may adopt sub-plans applicable to particular Designated Subsidiaries or locations, which sub-plans may be designed to be outside the scope of Code Section 423. The rules of such sub-plans may take precedence over other provisions of this Plan, with the exception of Section 2 hereof, but unless otherwise superseded by the terms of such sub-plan, the provisions of this Plan shall govern the operation of such sub-plan.

(d)    Compensation; Professional Assistance; Good Faith Actions. All expenses and liabilities incurred by members of the Committee in connection with the administration of the Plan shall be borne by the Company. The Committee may employ attorneys, consultants, accountants, appraisers, brokers or other persons. The Committee, the Company and its officers and directors shall be entitled to rely upon the advice, opinions or valuations of any such persons. All actions taken and all interpretations and determinations made by the Committee in good faith shall be final and binding upon all Participants, the Company and all other interested persons. No member of the Committee shall be personally liable for any action, determination or interpretation made in good faith with respect to the Plan or the Options, and all members of the Committee shall be fully protected by the Company in respect to any such action, determination, or interpretation.
13.13(e)    Indemnification. To the extent allowable pursuant to applicable law, each member of the Board and any officer or other employee to whom authority to administer any component of the Plan is delegated shall be indemnified and held harmless by the Company from any loss, cost, liability, or expense that may be imposed upon or reasonably incurred by such member in connection with or resulting from any claim, action, suit, or proceeding to which he or she may be a party or in which he or she may be involved by reason of any action or failure to act pursuant to the Plan and against and from any and all amounts paid by him or her in satisfaction of judgment in such action, suit, or proceeding against him or her; provided, however, that he or she gives the Company an opportunity, at its own expense, to handle and defend the same before he or she undertakes to handle and defend it on his or her own behalf. The foregoing right of indemnification shall not be exclusive of any other rights of indemnification to which such persons may be entitled pursuant to the Company’s Certificate of Incorporation or Bylaws, as a matter of law, or otherwise, or any power that the Company may have to indemnify them or hold them harmless.


13.1413.    Relationship to other BenefitsDESIGNATION OF SUBSIDIARY CORPORATIONS. No payment pursuantThe Board or the Committee shall designate from among the Subsidiary Corporations, as determined from time to time, the Subsidiary Corporation or Subsidiary Corporations that shall constitute Designated Subsidiaries, as reflected on Attachment 1, hereof. The Board or the Committee may designate a Subsidiary Corporation, or terminate the designation of a Subsidiary Corporation, without the approval of the stockholders of the Company.
14.    NO RIGHTS AS AN EMPLOYEE. Nothing in the Plan shall be taken into accountconstrued to give any person (including any Participant) the right to remain in determining any benefits under any pension, retirement, savings, profit sharing, group insurance, welfare or other benefit planthe employ of the Company, a Parent Corporation or a Subsidiary Corporation or to affect the right of the Company, any Parent Corporation or any Affiliate exceptSubsidiary Corporation to terminate the extent otherwiseemployment of any person (including any Participant) at any time, with or without cause, which right is expressly provided in writing in such other plan or an agreement thereunder.reserved.

13.15    Expenses. The expenses of administering the Plan shall be borne by the Company and its Affiliates.

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[15.    signature page followsTERM; APPROVAL BY STOCKHOLDERS. Subject to approval by the stockholders of the Company in accordance with this Section, the Plan shall be in effect until March 18, 2020, unless sooner terminated in accordance with Section 11 hereof.The Plan shall terminate upon such date as is determined by the Board in its sole discretion. No Option may be granted during any period of suspension of the Plan or after termination of the Plan. The Plan shall be submitted for the approval of the Company’s stockholders within twelve months after the date of the adoption of the Plan by the Board. Options may be granted before such stockholder approval; provided, that such Options shall not be exercisable before the time when the Plan is approved by the Company’s stockholders; and, provided, further, that if such approval has not been obtained by the end of said 12-month period, all Options previously granted under the Plan shall thereupon terminate without being exercised.
16.    EFFECT UPON OTHER PLANS. The adoption of the Plan shall not affect any other compensation or incentive plans in effect for the Company, any Parent Corporation or any Subsidiary Corporation. Nothing in this Plan shall be construed to limit the right of the Company, any Parent Corporation or any Subsidiary Corporation to: (a) establish any other forms of incentives or compensation for employees of the Company, any Parent Corporation or any Subsidiary Corporation or (b) grant or assume options otherwise than under the Plan in connection with any proper corporate purpose, including, but not by way of limitation, the grant or assumption of options in connection with the acquisition, by purchase, lease, merger, consolidation or otherwise, of the business, stock or assets of any corporation, firm or association.
17.    CONDITIONS TO ISSUANCE OF STOCK CERTIFICATES.
(a)    Notwithstanding anything herein to the contrary, the Company shall not be required to issue or deliver any certificates or make any book entries evidencing shares of Stock pursuant to the exercise of an Option by a Participant, unless and until the Board or the Committee has determined, with advice of counsel, that the issuance of such shares of Stock is in compliance with all applicable laws, regulations of governmental authorities and, if applicable, the requirements of any exchange on which the shares of Stock are listed or traded, and the shares of Stock are covered by an effective registration statement or applicable exemption from registration. In addition to the terms and conditions provided herein, the Board or the Committee may require that a Participant make such reasonable covenants, agreements, and representations as the Board or the Committee, in its discretion, deems advisable in order to comply with any such laws, regulations, or requirements.
(b)    All certificates for shares of Stock delivered pursuant to the Plan and all shares of Stock issued pursuant to book entry procedures are subject to any stop-transfer orders and other restrictions as the Committee deems necessary or advisable to comply with federal, state, or foreign securities or other laws, rules and regulations and the rules of any securities exchange or automated quotation system on which the shares of Stock are listed, quoted, or traded. The Committee may place legends on any certificate or book entry evidencing shares of Stock to reference restrictions applicable to the shares of Stock.
(c)    The Committee shall have the right to require any Participant to comply with any timing or other restrictions with respect to the settlement, distribution or exercise of any Option, including a window-period limitation, as may be imposed in the sole discretion of the Committee.
(d)    Notwithstanding any other provision of the Plan, unless otherwise determined by the Committee or required by any applicable law, rule or regulation, the Company may, in lieu of delivering to any Participant certificates evidencing shares of Stock issued in connection with any Option, record the issuance of shares of Stock in the books of the Company (or, as applicable, its transfer agent or stock plan administrator).
18.    NOTIFICATION OF DISPOSITION. Each Participant shall give prompt notice to the Company of any disposition or other transfer of any shares of Stock purchased upon exercise of an Option if such disposition or transfer is made: (a) within two years from the Date of Grant of the Option, or (b)within one year after the transfer of such shares of Stock to such Participant upon exercise of such Option. Such notice shall specify the date of such disposition or other transfer and the amount realized, in cash, other property, assumption of indebtedness or other consideration, by the Participant in such disposition or other transfer.
19.    NOTICES. Any notice to be given under the terms of the Plan to the Company shall be addressed to the Company in care of its Secretary and any notice to be given to any Participant shall be addressed to such Participant at such Participant’s last address as reflected in the Company’s records. By a notice given pursuant to this Section, either party may designate a different address for notices to be given to it, him or her. Any notice which is required to be given to a Participant shall, if the Participant is then deceased, be given to the Participant’s personal representative if such representative has previously informed the Company of his status and address by written notice under this Section. Any notice shall have been deemed duly given if provided through an electronic means such as email or facsimile or if enclosed in a properly sealed envelope or wrapper addressed as aforesaid at the time it is deposited (with postage prepaid) in a post office or branch post office regularly maintained by the United States Postal Service.


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20.    ADDITIONAL RESTRICTIONS OF RULE 16B-3. The terms and conditions of options granted hereunder to, and the purchase of shares by, persons subject to Section 16 of the Exchange Act will comply with the applicable provisions of Rule 16b-3. This Plan will be deemed to contain, and such options will contain, and the shares issued upon exercise thereof will be subject to, such additional conditions and restrictions as may be required by Rule 16b-3 to qualify for the maximum exemption from Section 16 of the Exchange Act with respect to Plan transactions.
21.    EQUAL RIGHTS AND PRIVILEGES. Except with respect to sub-plans designed to be outside the scope of Code Section 423, all Eligible Employees of the Company (or of any Designated Subsidiary) will have equal rights and privileges under this Plan to the extent required under Section 423 of the Code or applicable Treasury regulations thereunder so that this Plan qualifies as an “employee stock purchase plan” within the meaning of Section 423 of the Code or applicable Treasury regulations thereunder. Any provision of this Plan that is inconsistent with Section 423 or applicable Treasury regulations will, without further act or amendment by the Company or the Board, be reformed to comply with the equal rights and privileges requirement of Section 423 or applicable Treasury regulations.
22.    ELECTRONIC FORMS. To the extent permitted by applicable state law and in the discretion of the Committee, an Eligible Employee may submit any form or notice as set forth herein by means of an electronic form approved by the Committee (“Electronic Form”). Before the commencement of an Offering Period, the Committee shall prescribe the time limits within which any such Electronic Form shall be submitted to the Committee with respect to such Offering Period in order to be a valid election.
23.    HEADINGS. Headings are provided herein for convenience only and are not to serve as a basis for interpretation or construction of the Plan.
* * * * * *
I hereby certify that the amendment to the foregoingCompany’s Second Amended and Restated 2010 Employee Stock Purchase Plan was duly approvedadopted by the Board of Directors of ASGN Incorporatedthe Company onMarch 18, 20102020, __ 29, 20198.
* * * * *
I hereby certify that the foregoing Plan wasand approved by the Company’s stockholders on June 3, 2010, and the First Amendment to the Plan was approved by the Company’s stockholders on June 7, 2013.2010.[____].
Executed on this __26th[__] day of _____, April, 2018.2019April,2018[______], 20[__].

    
    
  Jennifer Hankes Painter 
  SVP, Chief Legal Officer and Secretary 
    





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