Plan Effective Date:  February 12, 2004

As Amended and Restated effective: December 31, 2024

 

The ASGN Incorporated Amended and Restated Change in Control Severance Plan (the “Plan”) is primarily designed to provide certain eligible employees of ASGN Incorporated and its subsidiaries (together, the “Company”) whose employment is terminated on or after February 12, 2004 with separation pay in the event of an involuntary termination.

 

This Plan is designed to be an “employee welfare benefit plan,” as defined in Section 3(1) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”).  This Plan is governed by ERISA and, to the extent applicable, the laws of the State of California.  This document constitutes both the official plan document and the required summary plan description under ERISA.

 

 

You can be designated as an Eligible Employee for purposes of receiving severance benefits under the Plan if:

 

•      you are a regular, full-time employee of the Company and are identified on Exhibit A (to be supplied separately);

 

•      your active employment with the Company is Involuntarily Terminated (within the meaning set forth below) within the 18-month period following a Change in Control;

 

•      you execute a General Release of All Claims (a “General Release”), within five business days after your termination date or, if you are age 40 or over, you execute a General Release within 45 business days after your termination and any rescission period specified therein has elapsed without you having rescinded said General Release; and

 

•      you are not in one of the excluded categories listed below.

 

Excluded Categories of Employees. You are not eligible for severance benefits under this Plan if:

 

•     you are a temporary employee, part-time employee working fewer than 30 hours per week (no minimum number of hours shall apply to salaried employees), probationary employee or student employee hired to be placed on assignment with clients of the Company;

 

•     you have a separate change in control, severance or similar agreement or arrangement with the Company that specifically provides that you are not eligible to participate in the Plan;

 

•     you voluntarily terminate your employment, unless your termination constitutes an “Involuntary Termination” as defined below;

•     you are employed with a successor employer which directly or indirectly acquires (i) all or any portion of the assets or operations of the Company or any subsidiary, (ii) all or any portion of the outstanding capital stock of the Company, or (iii) fifty percent (50%) or more of the capital stock of any subsidiary of the Company. However, you would be eligible for severance benefits pursuant to the terms of the Plan upon a subsequent termination by the successor employer within 18 months following a Change in Control; or

 

•     you are dismissed for Cause, whether or not prior to your dismissal you received notice of a termination which would otherwise qualify you for severance benefits.

If you are eligible for severance benefits under the Plan, the amount of your severance pay will be determined in accordance with the guidelines set forth below, subject to the Golden Parachute Tax limitation set forth below.  Subject to the Potential Six-Month Delay set forth below, and except to the extent otherwise set forth below you will receive your severance pay in lump-sum payment (with appropriate taxes deducted or withheld) which will be made as soon as administratively practicable after you experience a separation from service within the meaning of Section 409A(a)(2)(A)(i) of the Internal Revenue Code of 1986, as amended, and Treasury Regulation Section 1.409A-1(h) (a “Separation from Service”) as a result of your Involuntary Termination within 18 months after a Change in Control, but in no event later than 30 days following the date of your Separation from Service, subject in all cases to the Company’s receipt of your executed General Release and the expiration of any rescission period applicable to your executed General Release.

In the event an Eligible Employee is Involuntarily Terminated within 18 months after a Change in Control and such Eligible Employee is or may become entitled to cash separation payments or benefits (other than with respect to compensation accrued prior to termination) under any employment, consulting or severance agreement or other plan, program, policy or arrangement of the Company, then such Eligible Employee shall be entitled to the severance benefits and payments under this Plan and not under such other agreement, plan, program, policy or arrangement.

 

Severance Guidelines. If your employment is Involuntarily Terminated within 18 months after a Change in Control and you are an Eligible Employee, you will be paid all Accrued Compensation and the following severance pay:

 

(A)    A Pro-Rata Bonus;

 

(B)    Payments

(i)    Chief Executive Officer: If the Eligible Employee was the Chief Executive Officer of the Company immediately before the Change in Control: (1) the Eligible Employee will receive 300% of the Eligible Employee’s Annual Base Pay and Target Bonus; (2) for up to 18 months following the Eligible Employee’s Separation from Service, the Eligible Employee may elect to continue the group health, vision and dental coverage he or she had in effect as of the Separation from Service (or generally comparable coverage) for the Eligible Employee, and if applicable, spouse and dependents, under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”)1, (3) to assist the Eligible Employee in offsetting the cost of such continuing benefits, if the Eligible Employee elects COBRA coverage, then the Eligible Employee shall receive a lump sum payment in an after-tax amount, calculated based upon the COBRA premium rates as may be charged from time to time for similarly situated employees of the Company (or any successor) generally

1 A separate election form and notice outlining continuation coverage under COBRA will be provided to the Eligible Employee (and, if applicable, his or her eligible dependents) and must be timely returned to effect enrollment.

for the medical, dental and/or vision coverage the Eligible Employee and, if applicable, his spouse and dependents, had elected under the Company’s group health plan at the time of the Eligible Employees Separation from Service, for 18 months (rounded up, if applicable, to the next full month); and (4) each outstanding Company equity-based award held by the Eligible Employee as of the date of his or her Involuntary Termination will vest in full and, as applicable, become exercisable upon the effectiveness of the General Release. For clarification and avoidance of doubt, if the Eligible Employee is not covered under the medical, dental and/or vision portions of the Company’s (or any successor’s group health plan as of the date of Separation from Service, then the Eligible Employee is not eligible for the additional payment under subclause (3).

 

(ii)    President or Chief Operating Officer:  If the Eligible Employee was President or Chief Operating Officer of the Company (or equivalent designated by the Board of Directors) immediately before the Change in Control: (1) 275% of the Eligible Employee’s Annual Base Pay and Target Bonus; (2) for up to 18 months following the Eligible Employee’s Separation from Service, the Eligible Employee may elect to continue the group health, vision and dental coverage he or she had in effect as of the Separation from Service (or generally comparable coverage) for the Eligible Employee, and if applicable, spouse and dependents, under COBRA1; (3) to assist the Eligible Employee in offsetting the cost of such continuing benefits, the Eligible Employee shall receive a lump sum payment in an after-tax amount, calculated based upon the COBRA premium rates as may be charged from time to time for employees of the Company (or any successor) generally for the medical, dental and/or vision coverage the Eligible Employee had elected under the Company’s group health plan at the time of the Eligible Employees Separation from Service, for 18 months (rounded up, if applicable, to the next full month); and (4) each outstanding Company equity-based award held by the Eligible Employee as of the date of his or her Involuntary Termination will vest in full and, as applicable, become exercisable upon the effectiveness of the General Release. For clarification and avoidance of doubt, if the Eligible Employee is not covered under the medical, dental and/or vision portions of the Company’s (or any successor’s group health plan as of the date of Separation from Service, then the Eligible Employee is not eligible for the additional payment under subclause (3).

 

(iii)    Chief Financial Officer:  If the Eligible Employee was an executive vice president and Chief Financial Officer of the Company immediately before the Change in Control: (1) 250% of the Eligible Employee’s Annual Base Pay and Target Bonus; (2) for up to 18 months following the Eligible Employee’s Separation from Service, the Eligible Employee may elect to continue the group health, vision and dental coverage he or she had in effect as of the Separation from Service (or generally comparable coverage) for the Eligible Employee, and if applicable, spouse and dependents, under COBRA1; (3) to assist the Eligible Employee in offsetting the cost of such continuing benefits, the Eligible Employee shall receive a lump sum payment in an after-tax amount, calculated based upon the COBRA premium rates as may be charged from time to time for employees of the Company (or any successor) generally for the medical, dental and/or vision coverage the Eligible Employee had elected under the Company’s group health plan at the time of the Eligible Employees Separation from Service, for 18 months (rounded up, if applicable, to the next full month); and (4) each outstanding Company equity-based award held by the Eligible Employee as of the date of his or her Involuntary Termination will vest in full and, as applicable, become exercisable upon the effectiveness of the General Release. For clarification and avoidance of doubt, if the Eligible Employee is not covered under the medical, dental and/or vision portions of the Company’s (or any successor’s group health plan as of the date of Separation from Service, then the Eligible Employee is not eligible for the additional payment under subclause (3).

(iv) Senior Vice President or Division President: If the Eligible Employee was a senior vice president of the Company and/or president of a division of the Company (whether or not an executive officer) immediately before the Change in Control: (1) 200% of the Eligible Employee’s Annual Base Pay and Target Bonus; (2) for up to 18 months following the Eligible Employee’s Separation from Service, the Eligible Employee may elect to continue the group health, vision and dental coverage he or she had in effect as of the Separation from Service (or generally comparable coverage) for the Eligible Employee, and if applicable, spouse and dependents, under COBRA1; (3) to assist the Eligible Employee in offsetting the cost of such continuing benefits, the Eligible Employee shall receive a lump sum payment in an after-tax amount, calculated based upon the COBRA premium rates as may be charged from time to time for employees of the Company (or any successor) generally for the medical, dental and/or vision coverage the Eligible Employee had elected under the Company’s group health plan at the time of the Eligible Employees Separation from Service, for 18 months (rounded up, if applicable, to the next full month); and (4) each outstanding Company equity-based award held by the Eligible Employee as of the date of his or her Involuntary Termination will vest in full and, as applicable, become exercisable upon the effectiveness of the General Release. For clarification and avoidance of doubt, if the Eligible Employee is not covered under the medical, dental and/or vision portions of the Company’s (or any successor’s group health plan as of the date of Separation from Service, then the Eligible Employee is not eligible for additional payment under subclause (3).

(v)    Vice President or Corporate Controller: If the Eligible Employee was a vice president or corporate controller (or equivalent designated by the Board of Directors), of the Company immediately before the Change in Control: (1) 75% of the Eligible Employee’s Annual Base Pay and Target Bonus; (2) for up to 18 months following the Eligible Employee’s Separation from Service, the Eligible Employee may elect to continue the group health, vision and dental coverage he or she had in effect as of the Separation from Service (or generally comparable coverage) for the Eligible Employee, and if applicable, spouse and dependents, under COBRA1; and (3) to assist the Eligible Employee in offsetting the cost of such continuing benefits, the Eligible Employee shall receive a lump sum payment in an after-tax amount, calculated based upon the COBRA premium rates as may be charged from time to time for employees of the Company (or any successor) generally for the medical, dental and/or vision coverage the Eligible Employee had elected under the Company’s group health plan at the time of the Eligible Employees Separation from Service, for 18 months (rounded up, if applicable, to the next full month). For clarification and avoidance of doubt, if the Eligible Employee is not covered under the medical, dental and/or vision portions of the Company’s (or any successor’s group health plan as of the date of Separation from Service, then the Eligible Employee is not eligible for this additional payment.

 

(vi)     Certain Designated Employees: One month of the Eligible Employee’s Annual Base Pay and Incentive Compensation for each year or partial year of service to the Company as an employee, up to a maximum of six months of Annual Base Pay, with a minimum of two months of Annual Base Pay, if the Eligible Employee was a “director,” “assistant-director,” “manager,” “regional manager,” or “Senior Staffing Consultant” immediately before the Change in Control.

 

(vii)     Exempt Employees: One month of the Eligible Employee’s Annual Base Pay for each year or partial year of service to the Company as an employee, up to a maximum of three months of Annual Base Pay, with a minimum of one month of Annual Base Pay, if the Eligible Employee was an exempt employee of the Company (other than those employees described above) immediately before the Change in Control.

 

(viii)     Other Eligible Employees: One week of the Eligible Employee’s Annual Base Pay for each year or partial year of service to the Company as an employee, up to a maximum of three months of Annual Base Pay, with a minimum of one week of Annual Base Pay, for all other Eligible Employee not included in the above categories.

 

“Accrued Compensation” shall mean an amount which shall consist of all amounts earned or accrued through the termination date but not paid as of the termination date including (i) Annual Base Pay, (ii) reimbursement for reasonable and necessary expenses incurred by you on behalf of the Company during the period ending on the termination date, (iii) vacation and sick leave pay (to the extent provided by Company policy or applicable law), and (iv) incentive compensation (if any) earned in respect of any period ended prior to the termination date.  It is expressly understood that incentive compensation shall have been “earned” as of the time that the conditions to such incentive compensation have been met, even if not calculated or payable at such time.

 

“Annual Base Pay” generally means your annualized base salary at the rate in effect during the last regularly scheduled payroll period immediately preceding the occurrence of the Change in Control and does not include, for example, bonuses, overtime compensation, incentive pay, fringe benefits, sales commissions or expense allowances.

 

“Cause” means your willful breach of duty unless waived by the Company (which willful breach is limited to your deliberate and consistent refusal to perform your duties or the deliberate and consistent refusal to conform to or follow any reasonable policy adopted by the Company provided you have had prior written notice of such refusal and an opportunity of at least 30 days to cure such refusal), your unauthorized use or disclosure of confidential information or trade secrets of the Company, your breach of non-competition or non-solicitation agreements, your conviction of a felony under the laws of the United States or any state thereof, or your gross negligence.

 

“Change in Control” shall be deemed to occur upon the consummation of any of the following transactions:

 

(A)    a change in the ownership of Company whereby one person, or more than one person acting as a group, acquires ownership of the outstanding voting stock of the Company that, together with stock held by such person or group, constitutes more than 50% of the total fair market value or total voting power of the stock of Company, as determined in accordance with Treas. Reg. §1.409A-3(i)(5)(v). If a person or group is considered either to own more than 50% of the total fair market value or total voting power of the Company’s stock, or to have effective control of the Company within the meaning of part 2 of the definition, and such person or group acquires additional stock of the Company, the acquisition of the additional stock shall not be considered to cause a change in the ownership of the Company; or

(B)    a change in the effective control of the Company whereby one person, or more than one person acting as a group, acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such person or group) ownership of Company stock possessing 30% or more of the total voting power of the Company stock, as determined in accordance with Treas. Reg. §1.409A-3(i)(5)(vi). However, if a person or group is considered to possess 30% or more of the total voting power of the stock of the Company, and such person or group acquires additional stock of the Company, the acquisition of additional stock by such person or group shall not be considered to cause a change in the effective control of Company; or

(C)    a change in the effective control of the Company whereby a majority of the members of the Company’s board of directors is replaced during any 12-month period by directors whose appointment or election is not endorsed by a majority of the members of the Company’s board of directors before the date of the appointment or election, as determined in accordance with Treas. Reg. §1.409A-3(i)(5)(vi). In determining whether the event described in the preceding sentence has occurred, the Company to which the event must relate shall only include a corporation identified in accordance with Treas. Reg. §1.409A-3(i)(5)(ii) for which no other corporation is a majority stockholder; or

(D)    a change in the ownership of a substantial portion of the assets of the Company, whereby any one person, or more than one person acting as a group, acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such person or persons) assets from the Company that have a total gross fair market value equal to or more than 40% of

the total gross fair market value of all Company assets immediately before such acquisition or acquisitions, as determined in accordance with Treas. Reg. §1.409A-3(i)(5)(vii). A transfer of assets shall not be treated as a change in the ownership of a substantial portion of the assets when such transfer is made to an entity that is controlled by the stockholders of the Company, as determined in accordance with Treas. Reg. §1.409A-3(i)(5)(vii)(B).

“Incentive Compensation” shall mean 100% of the commission, bonus or other incentive-type pay paid to you (excluding stock options) for the fiscal year immediately preceding the Change in Control.

“Involuntary Termination” shall mean the termination of your employment with the Company (or, if applicable, successor entity) other than by reason of death or disability:

 

(A)    involuntarily upon your discharge or dismissal other than for Cause, or

(B)    upon your resignation following (i) a reduction in your level of Annual Base Pay or any Target Bonus, (ii) a material reduction in your benefits or (iii) a relocation of your place of employment which is more than 35 miles from your place of employment prior to the Change in Control, such that it constitutes a material change in the geographic location at which you must perform services (within the meaning of Section 409A), provided and only if such change or reduction is effected without your written concurrence, or

(C)    upon your resignation in the case of an employee who was an executive officer or vice president immediately before the applicable Change in Control following a change in the employee’s position with the Company (or, if applicable, with the successor entity) that is effected without the employee’s consent and materially reduces his or her level of responsibility or authority.

“Pro Rata Bonus” means an amount equal to 100% of the target bonus that you would have been eligible to receive for the Company’s fiscal year in which your employment terminates following a Change of Control, multiplied by a fraction, the numerator of which is the number of days in such fiscal year through the Termination Date and the denominator of which is 365.

 

“Target Bonus” shall mean the bonus which would have been paid to you for full achievement of specific performance objectives pertaining to the business of the Company or any of its specific business units or divisions, or to individual performance criteria applicable to you, which objectives have been established by the Board of Directors (or the Compensation Committee thereof) for the year in question.  “Target Bonus” shall not mean the “maximum bonus” which you might have been paid for overachievement of such performance objectives or criteria or any purely discretionary bonus.

 

Golden Parachute Tax Best Pay Cap. Notwithstanding any other provision of the Plan, in the event that any payment or benefit received or to be received by an Eligible Employee (including any payment or benefit received in connection with a termination of the Eligible Employee’s employment, whether pursuant to the terms of the Plan or any other plan, arrangement or agreement) (all such payments and benefits being hereinafter referred to as the “Total Payments”) would be subject (in whole or part), to the excise tax imposed under Section 4999 (the “Excise Tax”) of the Internal Revenue Code of 1986, as amended (the “Code”), then the Total Payments shall be reduced, to the extent necessary, so that no portion of the Total Payments is subject to the Excise Tax but only if (i) the net amount of such Total Payments, as so reduced (and after subtracting the net amount of federal, state and local income taxes and employment taxes on such reduced Total Payments and after taking into account the phase out of itemized deductions and personal exemptions attributable to such reduced Total Payments) is greater than or equal to (ii) the net amount of such Total Payments without such reduction (but after subtracting the net amount of federal, state and local income taxes and employment taxes on such Total Payments and the amount of Excise Tax to which the Eligible Employee would be subject in respect of such unreduced Total Payments and after taking into account the phase out of itemized deductions and personal exemptions attributable to such unreduced Total Payments). Any reduction shall be made in a manner that results in the maximum economic benefit to the Eligible Employee on an after-tax basis.

All determinations regarding the application of this section shall be made by an accounting firm or consulting group with nationally recognized standing and substantial expertise and experience in performing calculations regarding the applicability of Section 280G of the Code and the Excise Tax retained by the Company prior to the date of the applicable Change in Control (the “280G Firm”). For purposes of determining whether and the extent to which the Total Payments will be subject to the Excise Tax, (i) no portion of the Total Payments, the receipt or retention of which the Eligible Employee has waived at such time and in such manner so as not to constitute a “payment” within the meaning of Section 280G(b) of the Code, will be taken into account; (ii) no portion of the Total Payments will be taken into account which, in the written opinion of the 280G Firm, (A) does not constitute a “parachute payment” within the meaning of Section 280G(b)(2) of the Code (including by reason of Section 280G(b)(4)(A of the Code)) or (B) constitutes reasonable compensation for services actually rendered, within the meaning of Code Section 280G(b)(4)(B), in excess of the “base amount” (as defined in Section 280G(b)(3) of the Code) allocable to such reasonable compensation; and (iii) the value of any non-cash benefit or any deferred payment or benefit included in the Total Payments shall be determined by the 280G Firm in accordance with the principles of Sections 280G(d)(3) and (4) of the Code. All determinations related to the calculations to be performed pursuant to this section shall be done by the 280G Firm.

Potential Six-Month Delay. Notwithstanding anything to the contrary in this Plan, no compensation or Benefits shall be paid to you during the six-month period following your “separation from service” (within the meaning of Section 409A(a)(2)(A)(i) of the Code) to the extent the Plan Administrator determines the Executive is a “specified employee” at the time of such Separation from Service (within the meaning of Section 409A of the Code) and that that paying such amounts at the time or times indicated in this Plan would be a prohibited distribution under Section 409A(a)(2)(b)(i) of the Code and/or cause you to incur additional taxes under Section 409A of the Code. If the payment of any such amounts is delayed as a result of the previous sentence, then on the first business day following the end of such six-month period, (or such earlier date upon which such amount can be paid under Section 409A of the Code without being subject to such additional taxes, including as a result of your death), the Company shall pay you a lump-sum amount equal to the cumulative amount that would have otherwise been payable to you during such six-month period, without interest thereon.

Plan Administration.  As the Plan Administrator, the Company has full discretionary authority to administer and interpret the Plan, including discretionary authority to determine eligibility for benefits under the Plan and the amount of benefits (if any) payable per participant. Any determination by the Plan Administrator will be final and conclusive upon all persons.  When benefits are due, they will be paid from the general assets of the Company.  The Company is not required to establish a trust to fund the Plan.  The benefits provided under this Plan are not assignable and may be conditioned upon your compliance with any confidentiality agreement you have entered into with the Company or upon your compliance with any Company policy or program communicated to you in writing.

 

Claims Procedure.  If you believe you are incorrectly denied a benefit or are entitled to a greater benefit than the benefit you receive under the Plan, you may submit a signed, written application to the Plan Administrator within ninety (90) days of your termination.  You will be notified of the approval or denial of this claim within ninety (90) days of the date that the Plan Administrator receives the claim, unless special circumstances require an extension of time for processing the claim.  If the Plan Administrator determines that special circumstances require an extension of time (no more than 90 days) to process your claim, the Plan Administrator will furnish you with a written notice of the extension before to the expiration of the initial 90-day period that explains the special circumstances requiring an extension of time and the date by which the Plan expects to render the benefit determination.

If your claim is denied, the Plan Administrator will give you a written notice explaining the specific reasons for the denial, a reference to the specific provisions of the Plan on which the determination is based, a description of additional material or information necessary for you to perfect the claim and an explanation of why it is required, and information about the steps that must be taken to submit a timely request for review.

You will have sixty (60) days from receipt of the written notification of the denial of your claim to file a signed, written request for a review of the denial with the Plan Administrator.  This written request may include comments, documents, records, and other information relating to your claim for benefits. You shall be provided, upon your request and free of charge, reasonable access to, and copies of, all documents, records, and other information relevant to your claim for benefits. The review will take into account all comments, documents, records, and other information submitted by you relating to the claim, without regard to whether such information was submitted or considered in the initial benefit determination. 

Pursuant to its discretionary authority to administer and interpret the Plan and to determine eligibility for benefits under the Plan, the Plan Administrator will generally make a final, written determination of your eligibility for benefits within sixty (60) days of receipt of your request for review. If the Plan Administrator determines that special circumstances require an extension of time to process your claim, the Plan Administrator will furnish you with a written notice of the extension prior to the expiration of the initial 60-day period. In no event shall such extension exceed a period of 60 days from the end of the initial period the Plan Administrator had to dispose of your claim. The extension notice shall indicate the special circumstances requiring an extension of time and the date by which the Plan expects to render the benefit determination.

In the event the claim on review is denied, the Plan Administrator will disclose to you in writing the specific reasons for the denial, a reference to the specific provisions of the Plan on which the determination is based, and a statement of your right to bring a civil action under Section 502(a) of ERISA.

 

Plan Terms.  Except as otherwise set forth herein, this Plan supersedes any and all prior separation, severance and salary continuation arrangements, programs and plans which were previously offered by the Company for the purpose of paying benefits to any Eligible Employee upon a termination following a Change in Control, including pursuant to an employment agreement or offer letter.  Nothing in this Plan shall affect an Eligible Employee’s right to severance benefits under circumstances not involving a termination following a Change in Control.  In no event, however, shall any individual receive severance benefits under both this Plan and any other separation, severance pay or salary continuation program, plan or other arrangement with the Company.

Plan Amendment or Termination.  The Company reserves the right to terminate or amend the Plan at any time upon the vote of a two-thirds majority of the Board of Directors; provided, however, that no amendment which materially impairs the rights of an Eligible Employee under the Plan may be made after the occurrence of a Change in Control or after discussions have commenced with another entity which results in the occurrence of a Change in Control within 270 days of when such discussions commenced.  Any termination or amendment of the Plan may be made effective immediately with respect to any benefits not yet paid, whether or not prior notice of such amendment or termination has been given to affected employees.

 

Taxes.  The Company will withhold all applicable taxes and other payroll deductions from any payment made pursuant to this Plan.

 

No Right to Employment.  This Plan does not provide you with any right to continue employment with the Company or affect the Company’s right, which right is hereby expressly reserved, to terminate the employment of any individual at any time for any reason with or without Cause.

 

As a participant in the Plan, you are entitled to certain rights and protections under ERISA.  ERISA provides that all Plan participants shall be entitled to:

 

(A)    Examine, without charge, at the Plan Administrator’s office, all Plan documents, including all documents filed by the Plan with the U.S. Department of Labor and available at the Public Disclosure Room of the Employee Benefits Security Administration.

(B)    Obtain copies of all Plan documents and other Plan information upon written request to the Plan Administrator.  The Plan Administrator may make a reasonable charge for the copies.

(C)    Receive a summary of the Plan’s annual financial report.

In addition to creating rights for certain employees of the Company under the Plan, ERISA imposes obligations upon the people who are responsible for the operation of the Plan.  The people who operate the Plan (called “fiduciaries”) have a duty to do so prudently and in the interest of the Company’s employees who are covered by the Plan.

 

No one, including your employer or any other person, may fire you or otherwise discriminate against you in any way to prevent you from obtaining a benefit to which you are entitled under the Plan or from exercising your rights under ERISA.

 

If your claim for a benefit under the Plan is denied or ignored, in whole or in part, you have a right to know why this was done, to obtain copies of documents relating to the decision without charge, and to appeal any denial, all within certain time schedules. Under ERISA, there are steps you can take to enforce the above rights. For instance, if you request a copy of plan documents or the latest annual report from the Plan and do not receive them within 30 days, you may file suit in a Federal court. In such a case, the court may require the Plan Administrator to provide the materials and pay you up to $110 a day until you receive the materials, unless the materials were not sent because of reasons beyond the control of the Plan Administrator. The Plan’s agent for legal service of process in the event of a lawsuit is the Plan Administrator.

If your claim for a severance benefit is denied or ignored, in whole or in part, you have a right to file suit in a federal or a state court.  If Plan fiduciaries are misusing the Plan’s assets (if any) or if you are discriminated against for asserting your rights, you may seek assistance from the U.S. Department of Labor or file suit in a federal court.  The court will decide who should pay court costs and legal fees.  If you are successful in your lawsuit, the court may, if it so decides, order the party you have sued to pay your legal costs, including attorney fees.  However, if you lose, the court may order you to pay these costs and fees, for example, if it finds that your claim or suit is frivolous.

 

If you have any questions about the Plan, this statement or your rights under ERISA, you should contact the Plan Administrator or the nearest Area Office of the Employee Benefits Security Administration, listed in your telephone directory, or the Division of Technical Assistance and Inquiries, Employee Benefits Security Administration, U.S. Department of Labor, 200 Constitution Avenue, N.W., Washington, D.C. 20210.  

The payments and benefits provided hereunder are intended to be exempt from or compliant with the requirements of Section 409A of the Code. Notwithstanding any provision of this Plan to the contrary, in the event that following the effective date hereof, the Company reasonably determines that any payments or benefits hereunder are not either exempt from or compliant with the requirements of Section 409A of the Code, the Company reserves the right (without any obligation to do so or to indemnify you for failure to do so), in its discretion, to amend this Plan, or adopt such other policies and procedures (including amendments to policies and procedures with retroactive effect), or take any other actions, that the Company reasonably determines to be necessary or appropriate (i) to preserve the intended tax treatment of the payments and benefits provided hereunder, to preserve the economic benefits with respect to such payments and benefits, and/or to avoid less favorable accounting or tax consequences and/or (ii) to exempt such payments and benefits from Section 409A of the Code or to comply with the requirements of Section 409A of the Code and thereby avoid the application of penalty taxes thereunder.

To the extent that any reimbursements hereunder constitute taxable compensation to you, such reimbursements shall be made to you promptly, but in no event after December 31st of the year following the year in which the expense was incurred, the amount of any such amounts reimbursed in one year shall not affect the amount eligible for reimbursement in any subsequent year, and your right to reimbursement of any such expenses shall not be subject to liquidation or exchange for any other benefit.

Additional Plan Information.

 

 

THIS EMPLOYMENT AGREEMENT (this “Agreement”), dated as of January 9, 2025, is entered into by and between ASGN Incorporated (the “Company”) and Sadasivam (Shiv) Iyer (the “Executive”).

WHEREAS, effective as of March 1, 2025 (the “Effective Date”), the Executive is appointed to serve as President of the Company;

WHEREAS, the Company desires to employ the Executive and to enter into an agreement embodying the terms of his employment as President of the Company; and

WHEREAS, the Executive desires to accept such employment with the Company, subject to the terms and conditions of this Agreement.

1.    Employment Period. The Executive’s employment hereunder begins on the Effective Date and is terminable at will by the Company or by the Executive at any time (for any reason or for no reason), subject to the provisions of Section 4 (the “Employment Period”).

2.    Terms of Employment.

(a)    Position and Duties.

(i)    Role and Responsibilities. During the Employment Period, the Executive shall serve as President of the Company, and shall perform such employment duties as are usual and customary for such position. The Executive shall report directly to the Company’s Chief Executive Officer. At the Company’s request, the Executive shall serve the Company and/or its subsidiaries and affiliates in other capacities in addition to the foregoing, consistent with the Executive’s position as President of the Company. In the event that the Executive, during the Employment Period, serves in any one or more of such additional capacities, the Executive’s compensation shall not be increased beyond that specified in Section 2(b). In addition, in the event the Executive’s service in one or more of such additional capacities is terminated, the Executive’s compensation, as specified in Section 2(b), shall not be diminished or reduced in any manner as a result of such termination provided that the Executive otherwise remains employed under the terms of this Agreement.

(ii)    Exclusivity. During the Employment Period, and excluding any periods of leave to which the Executive may be entitled, the Executive agrees to devote his full business time and attention to the business and affairs of the Company. Notwithstanding the foregoing, during the Employment Period, it shall not be a violation of this Agreement for the Executive to: (A) serve on boards, committees or similar bodies of charitable or nonprofit organizations, (B) fulfill limited teaching, speaking and writing engagements, (C) manage his personal investments, and (D) with the prior approval of the Chief Executive Officer, serve as a director of one other company at the Chief Executive Officer’s sole discretion and so long as such company does not compete with the Company and the Executive notifies the Chief Executive Officer in advance of accepting any such position; in each case above, so long as such activities do not individually or in the aggregate materially interfere or conflict with the performance of the Executive’s duties and responsibilities under this Agreement.

    (b)    Compensation and Benefits.

(i)    Base Salary. Effective as of the Effective Date and during the Employment Period, the Executive shall receive a base salary (the “Base Salary”) of $850,000 per annum. The Base Salary shall be reviewed annually by the Board or a subcommittee thereof and may be increased from time to time by the Board or such subcommittee in its discretion. The Base Salary shall be paid in accordance with the Company’s normal payroll practices for executive salaries generally, but no less often than monthly. The Base Salary may be increased in the discretion of the Board or such subcommittee, but not reduced, and the term “Base Salary” as utilized in this Agreement shall refer to the Base Salary as so increased.

(ii)    Annual Cash Bonus. For each calendar year ending during the Employment Period beginning with calendar year 2025, the Executive shall be eligible to earn a cash performance bonus (an “Annual Bonus”) under the Company’s bonus plan or program applicable to senior executives. The Executive’s target Bonus shall be set at 125 percent of the Base Salary in effect for the relevant year (the “Target Bonus”) and the Executive’s maximum Annual Bonus shall be set at 200 percent of the Target Bonus in effect for the relevant year (the “Maximum Bonus”). The actual amount of any Annual Bonus shall be determined by the Board (or a subcommittee thereof) in its discretion, based on achievement of performance goals, and shall be pro-rated for any partial year of employment. The payment of any Annual Bonus, to the extent any Annual Bonus becomes payable, will be contingent upon the Executive’s continued employment through December 31st of the applicable calendar year, and will be made on the date on which annual bonuses are paid generally to the Company’s senior executives, but in no event later than March 15th of the calendar year following the calendar year in which such Annual Bonus was earned.

(iii)    Long-Term Compensation.

(A)    Annual Equity Award. For each calendar year during the Employment Period beginning with calendar year 2025, Executive shall be eligible to receive a long-term equity award (“Annual Equity Award”) under the Company’s long-term compensation plan or program applicable to senior executives. The Executive’s target Annual Equity Award value for each calendar year shall be $1,750,000, which may be adjusted subject to the sole discretion of the Compensation Committee of the Board. The specific terms and conditions of any Annual Equity Award (including vesting and performance conditions) shall be determined by the Compensation Committee of the Board. Any Annual Equity Award shall be evidenced by a separate award agreement in a form prescribed by the Company, to be entered into by the Company and the Executive.

(B)    Signing Equity Award. On or shortly following the Effective Date, the Company shall grant to the Executive a restricted stock unit award with a value of $4,000,000 (the “Signing Equity Award”). The Signing Equity Award shall vest and have performance targets on the same terms and conditions as the Executive’s 2025 Annual Equity Award. The Signing Equity Award shall be evidenced by separate award agreements in a form prescribed by the Company, to be entered into by the Company and the Executive.

(iv) Benefits. During the Employment Period, the Executive (and the Executive’s spouse and/or eligible dependents to the extent provided in the applicable plans and programs) shall be eligible to participate in and be covered under the health and welfare benefit plans and programs maintained by the Company for the benefit of its employees from time to time, pursuant to the terms of such plans and programs including any medical, life, hospitalization, dental, disability, accidental death and dismemberment and travel accident insurance plans and programs. In addition, during the Employment Period, the Executive shall be eligible to participate in any retirement, savings and other employee benefit plans and programs maintained from time to time by the Company for the benefit of its senior executive officers. Nothing contained in this Section 2(b)(iv) shall create or be deemed to create any obligation on the part of the Company to adopt or maintain any health, welfare, retirement or other benefit plan or program at any time or to create any limitation on the Company’s ability to modify or terminate any such plan or program.

(v)    Expenses. During the Employment Period, the Executive shall be entitled to receive prompt reimbursement for all reasonable business expenses incurred by the Executive in accordance with the policies, practices and procedures of the Company provided to employees of the Company.

(vi)    Fringe Benefits; Perquisites. During the Employment Period, the Executive shall be eligible to receive such fringe benefits and perquisites as are provided by the Company to its employees from time to time, in accordance with the policies, practices and procedures of the Company, and shall receive such additional fringe benefits and perquisites as the Company may, in its discretion, from time-to-time provide. Notwithstanding the generality of the foregoing, during the Employment Period, the Executive will receive a stipend of $500 per month for lease or use of an automobile and other related expenses during the Employment Period, payable in equal monthly increments during the Employment Period, and the Company shall pay or reimburse the Executive for actual, properly substantiated expenses incurred by the Executive in connection with (A) an annual physical examination, not to exceed $1,500 per calendar year; and (B) tax preparation and financial planning, not to exceed $2,500 per calendar year.

(vii)    Vacation. During the Employment Period, the Executive will be free to take time off from work for vacation and other personal time at the Executive’s discretion in a manner that is consistent with the Executive’s duties and responsibilities to the Company and that permits the Executive to complete the Executive’s work in a timely and professional manner.

            (viii)    Attorneys’ Fees. The Company shall pay or reimburse the Executive for any and all reasonable attorneys’ fees and related costs paid in connection with the negotiation and execution of this offer of employment, up to a maximum amount of $10,000.    

3.    Termination of Employment.

(a)    Death or Disability. The Executive’s employment shall terminate automatically upon the Executive’s death during the Employment Period. Either the Company or the Executive may terminate the Executive’s employment in the event of the Executive’s Disability during the Employment Period.

(b)    Termination by the Company. The Company may terminate the Executive’s employment during the Employment Period for Cause or without Cause.

(c)    Termination by the Executive. The Executive may terminate the Executive’s employment during the Employment Period for any reason, including with or without Good Reason.

(d) Notice of Termination. Any termination of employment (other than due to the Executive’s death) shall be communicated by a Notice of Termination to the other parties hereto given in accordance with Section 10(b). The failure by the Executive or the Company to set forth in the Notice of Termination any fact or circumstance which contributes to a showing of Good Reason or Cause shall not waive any right of the Executive or the Company, respectively, hereunder or preclude the Executive or the Company, respectively, from asserting such fact or circumstance in enforcing the Executive’s or the Company’s rights hereunder.

(e)    Termination of Offices and Directorships; Return of Property. Upon termination of the Executive’s employment for any reason, unless otherwise specified in a written agreement between the Executive and the Company, the Executive shall be deemed to have resigned from all offices, directorships, and other employment positions if any, then held with the Company, and shall take all actions reasonably requested by the Company to effectuate the foregoing. In addition, upon the termination of the Executive’s employment for any reason, the Executive agrees to return to the Company all documents of the Company and its affiliates (and all copies thereof) and all other Company or Company affiliate property that the Executive has in his possession, custody or control. Such property includes, without limitation: (i) any materials of any kind that the Executive knows contain or embody any proprietary or confidential information of the Company or an affiliate of the Company (and all reproductions thereof), (ii) computers (including, but not limited to, laptop computers, desktop computers and similar devices) and other portable electronic devices (including, but not limited to, tablet computers), cellular phones/smartphones, credit cards, phone cards, entry cards, identification badges and keys, and any related or relevant passwords and (iii) any correspondence, drawings, manuals, letters, notes, notebooks, reports, programs, plans, proposals, financial documents, or any other documents concerning the customers, business plans, marketing strategies, products and/or processes of the Company or any of its affiliates and any information received from the Company or any of its affiliates regarding third parties.

4.    Obligations of the Company upon Termination.

(a)    Accrued Obligations. In the event that the Executive’s employment under this Agreement terminates during the Employment Period for any reason, the Company will pay or provide to the Executive: (i) any earned but unpaid Base Salary and/or Annual Bonus, (ii) reimbursement of any business expenses or Relocation Expenses incurred by the Executive prior to the Date of Termination that are reimbursable in accordance with Section 2(b)(v) or (viii) and (iii) any vested amounts due to the Executive under any plan, program or policy of the Company (together, the “Accrued Obligations”). The Accrued Obligations described in clauses (i) – (ii) of the preceding sentence shall be paid within 30 days after the Date of Termination (or such earlier date as may be required by applicable law) and the Accrued Obligations described in clause (iii) of the preceding sentence shall be paid in accordance with the terms of the governing plan or program.

(b)    Qualifying Termination. Subject to Sections 4(d), 4(e), 4(g) and 10(d), and the Executive’s continued compliance with the provisions of Section 6, if the Executive’s employment with the Company is terminated during the Employment Period due to a Qualifying Termination, then in addition to the Accrued Obligations:

(i)    Cash Severance. The Company shall pay the Executive an amount equal to 12 months of the Executive’s Base Salary in effect on the Date of Termination (the “Severance”). The Severance shall be payable in substantially equal installments in accordance with the Company’s normal payroll procedures during the period commencing on the date of the Executive’s Separation from Service and ending on the 12-month anniversary thereof (the “Severance Period”); provided that, any payments that otherwise are scheduled to be paid during the period beginning on the date of the Executive’s Separation from Service and ending on the first regularly scheduled payroll date occurring on or after the 60th day following such date (the “First Payroll Date”) shall be made on or before the First Payroll Date.

(ii)    COBRA. Subject to the Executive’s valid election to continue healthcare coverage under Section 4980B of the Code, the Company shall continue to provide, during the 12-month period commencing on the Date of Termination, the Executive and the Executive’s eligible dependents with coverage under its group health plans at the same levels and the same cost to the Executive as would have applied if the Executive’s employment had not been terminated based on the Executive’s elections in effect on the Date of Termination, provided, however, that (A) if any plan pursuant to which such benefits are provided is not, or ceases prior to the expiration of the period of continuation coverage to be, exempt from the application of Section 409A under Treasury Regulation Section 1.409A-1(a)(5), or (B) the Company is otherwise unable to continue to cover the Executive under its group health plans without violating law or incurring penalties (including without limitation, pursuant to Section 2716 of the Public Health Service Act or the Patient Protection and Affordable Care Act), then, in either case, an amount equal to each remaining Company subsidy shall thereafter be paid to the Executive as currently taxable compensation in substantially equal monthly installments over the continuation coverage period (or the remaining portion thereof) (collectively, the “COBRA Benefits”).

(c)    Death or Disability. Subject to Sections 4(d), 4(e), 4(g) and 10(d), and the Executive’s continued compliance with the provisions of Section 6, if the Executive incurs a Separation from Service by reason of the Executive’s death or Disability during the Employment Period, then in addition to the Accrued Obligations, (i) the Company shall pay the Executive (or the Executive’s estate, if applicable) an amount equal to 12 months of the Executive’s Base Salary in effect on the Date of Termination, payable over the Severance Period and (ii) the Company shall provide the COBRA Benefits during the period commencing on the Date of Termination and ending on the 12-month anniversary thereof, in each case in accordance with Section 4(b).

(d)     Release. Notwithstanding the foregoing, it shall be a condition to the Executive’s right to receive the amounts provided for in Section 4(b) or 4(c) that the Executive (or the Executive’s estate, if applicable) execute and deliver to the Company the Waiver and Release of All Claims attached hereto as Exhibit A (the “Release”) within 21 days (or, to the extent required by law, 45 days) following the Executive’s Separation from Service, and that the Executive not revoke such Release during any applicable revocation period.

(e)    Qualifying Termination Following a Change in Control. Notwithstanding the foregoing, during the Employment Period the Executive shall be eligible to participate in the ASGN Incorporated Amended and Restated Change in Control Severance Plan (the “CIC Plan”) at the level of “President,” as such plan may be amended from time to time in accordance with its terms.

(f)    Other Terminations. If the Executive’s employment is terminated for any reason not described in Section 4(b), 4(c) or 4(e), the Company will pay the Executive only the Accrued Obligations.

(g)     Six-Month Delay. Notwithstanding anything to the contrary in this Agreement, no compensation or benefits, including without limitation any severance payments or benefits payable under Section 4, shall be paid to the Executive during the six-month period following the Executive’s Separation from Service if the Company determines that paying such amounts at the time or times indicated in this Agreement would be a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code. If the payment of any such amounts is delayed as a result of the previous sentence, then on the first day of the seventh month following the date of Separation from Service (or such earlier date upon which such amount can be paid under Section 409A without resulting in a prohibited distribution, including as a result of the Executive’s death), the Company shall pay the Executive a lump-sum amount equal to the cumulative amount that would have otherwise been payable to the Executive during such period.

(h)    Exclusive Benefits. Except as expressly provided in this Section 4 and subject to Section 5, the Executive shall not be entitled to any additional payments or benefits upon or in connection with the Executive’s termination of employment.

5.    Non-Exclusivity of Rights. Amounts which are vested benefits or which the Executive is otherwise entitled to receive under any plan, policy, practice or program of or any contract or agreement with the Company at or subsequent to the Date of Termination shall be payable in accordance with such plan, policy, practice or program or contract or agreement except as explicitly modified by this Agreement.

6.    Restrictive Covenants. The parties acknowledge and agree that the Executive has had 14 days to review a Confidentiality, Non-Solicitation and Non-Competition Agreement (the “Protective Covenants Agreement”) that the parties are entering into simultaneously which is effective on the Effective Date and that such Protective Covenants Agreement shall remain in full force and effect in accordance with its terms.

7.    Representations. The Executive hereby represents and warrants to the Company that (a) the Executive is entering into this Agreement voluntarily and that the performance of the Executive’s obligations hereunder will not violate any agreement between the Executive and any other person, firm, organization or other entity, or any policy, program or code of such person, firm, organization or other entity, and (b) the Executive is not bound by the terms of any agreement with any previous employer or other party to refrain from competing, directly or indirectly, with the business of such previous employer or other party that would be violated by the Executive’s entering into this Agreement and/or providing services to the Company pursuant to the terms of this Agreement.

8.    Successors.

(a)    This Agreement is personal to the Executive and, without the prior written consent of the Company, shall not be assignable by the Executive other than by will or the laws of descent and distribution. This Agreement shall inure to the benefit of and be enforceable by the Executive’s legal representatives.

(b)    This Agreement shall inure to the benefit of and be binding upon the Company and its successors and assigns.

9.    Certain Definitions.

(a)    “Board” means the Board of Directors of the Company.

(b)     “Cause” means the occurrence of any one or more of the following events: (i) the Executive’s willful failure to perform the Executive’s duties and responsibilities to the Company or its affiliates; (ii) the Executive’s commission of, indictment for, or entry of a plea of guilty or nolo contendere to a felony crime or a crime of moral turpitude; (iii) the Executive’s material breach of any obligation under the Agreement or any other material written agreement with the Company or its affiliates or under any material written applicable policy of the Company or its affiliates; (iv) any act of fraud, embezzlement, theft or misappropriation from the Company or its affiliates by the Executive; (v) the Executive’s willful misconduct or gross negligence with respect to any material aspect of the Company’s business or a material breach by the Executive of the Executive’s fiduciary duty to the Company or its affiliates; or (vi) the Executive’s commission of an act of material dishonesty resulting in material reputational, economic or financial injury to the Company or its affiliates.

Notwithstanding the foregoing, with respect to subclauses (i) and (iii), the Executive’s employment will not be terminated for Cause unless and until (1) the Company provides the Executive with written notice setting forth the facts and circumstances claimed by the Company to constitute Cause within 30 days following the date on which the material facts regarding such facts and circumstances become known to the Company, and (2) the Executive fails to cure or remedy such acts or omissions within 10 days following his receipt of such notice.

(c)    “Code” means the Internal Revenue Code of 1986, as amended, and the regulations thereunder.

(d)    “Date of Termination” means the date on which the Executive’s employment with the Company terminates.

(e)    “Disability” means the Executive has become disabled within the meaning of Code Section 409A.

(f)    “Good Reason” means the occurrence of any one or more of the following events, without the Executive’s prior written consent, unless the Company fully corrects the circumstances constituting Good Reason as provided below: (i) a material diminution in the Executive’s Base Salary; (ii) a material diminution in the Executive’s title, authority, duties, or responsibilities; (iii) any change greater than 25 miles in the Executive’s primary home office location without the Executive’s consent; or (iv) any other action or inaction that constitutes a material breach by the Company of this Agreement.

Notwithstanding the foregoing, the Executive will not be deemed to have resigned for Good Reason unless (1) the Executive provides the Company with written notice setting forth in reasonable detail the facts and circumstances claimed by the Executive to constitute Good Reason within 30 days after the date of the occurrence of any event that the Executive knows or should reasonably have known to constitute Good Reason, (2) the Company fails to cure such acts or omissions within 30 days following its receipt of such notice, and (3) the effective date of the Executive’s termination for Good Reason occurs no later than 35 days after the Executive gives notice of the event constituting Good Reason.

(g)    “Notice of Termination” means a written notice which (i) indicates the specific termination provision in this Agreement relied upon, (ii) sets forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of the Executive’s employment under the provision so indicated and (iii) if the Date of Termination is other than the date of receipt of such notice, specifies the termination date (which date shall be not more than 35 days after the giving of such notice).

(h)    “Qualifying Termination” means a termination of the Executive’s employment (i) by the Company without Cause (other than by reason of the Executive’s Disability) or (ii) by the Executive for Good Reason.

(i)     “Section 409A” means Section 409A of the Code and Department of Treasury regulations and other interpretive guidance issued thereunder.

(j)    “Separation from Service” means a “separation from service” (within the meaning of Section 409A).

10.    Miscellaneous.

(a) Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Illinois, without reference to principles of conflict of laws. The captions of this Agreement are not part of the provisions hereof and shall have no force or effect. Subject to the Mutual Agreement to Arbitrate Claims, the parties hereby: (i) submit to the jurisdiction of any state or federal court sitting in Illinois in any action or proceeding arising out of or relating to Agreement; (ii) agree that all claims in respect of such action or proceeding may be heard or determined in any such court; and (iii) agree not to bring any action or proceeding arising out of or relating to this Agreement in any other court. The Executive hereby waives any defense of inconvenient forum to the maintenance of any action or proceeding so brought and waives any bond, surety or other security that might be required of any other party with respect thereto. The parties hereby agree that a final judgment in any arbitration, action or proceeding so brought shall be conclusive and may be enforced by suit on the judgment or in any other manner provided by law. The parties further agree that any arbitration hearing between the parties shall commence within 90 days after the arbitrator has been appointed by the parties or the American Arbitration Association.

(b)    Notices. All notices and other communications hereunder shall be in writing and shall be given by hand delivery to the other party or by registered or certified mail, return receipt requested, postage prepaid, addressed as follows:

If to the Executive: at the Executive’s most recent address on the records of the Company.

If to the Company:

4400 Cox Road, Suite 110

Attn: Chief Legal Officer

or to such other address as either party shall have furnished to the other in writing in accordance herewith. Notice and communications shall be effective when actually received by the addressee.

(c)    Sarbanes-Oxley Act of 2002. Notwithstanding anything herein to the contrary, if the Company determines, in its good faith judgment, that any transfer or deemed transfer of funds hereunder is likely to be construed as a personal loan prohibited by Section 13(k) of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “Exchange Act”), then such transfer or deemed transfer shall not be made to the extent necessary or appropriate so as not to violate the Exchange Act and the rules and regulations promulgated thereunder.

(d)    Section 409A of the Code.

(i)     To the extent applicable, this Agreement shall be interpreted in accordance with Section 409A. Notwithstanding any provision of this Agreement to the contrary, if the Company determines that any compensation or benefits payable under this Agreement may be subject to Section 409A, the Company shall work in good faith with the Executive to adopt such amendments to this Agreement or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, that the Company determines are necessary or appropriate to avoid the imposition of taxes under Section 409A, including without limitation, actions intended to (i) exempt the compensation and benefits payable under this Agreement from Section 409A, and/or (ii) comply with the requirements of Section 409A; provided, however, that this Section 10(d) shall not create an obligation on the part of the Company to adopt any such amendment, policy or procedure or take any such other action, nor shall the Company have any liability for failing to do so.

(ii)    Any right to a series of installment payments pursuant to this Agreement is to be treated as a right to a series of separate payments. To the extent permitted under Section 409A, any separate payment or benefit under this Agreement or otherwise shall not be deemed “nonqualified deferred

compensation” subject to Section 409A to the extent provided in the exceptions in Treasury Regulation Section 1.409A-1(b)(4), Section 1.409A-1(b)(9) or any other applicable exception or provision of Section 409A. Any payments subject to Section 409A that are subject to execution of a waiver and release which may be executed and/or revoked in a calendar year following the calendar year in which the payment event (such as termination of employment) occurs shall commence payment only in the calendar year in which the consideration period or, if applicable, release revocation period ends, as necessary to comply with Section 409A. All payments of nonqualified deferred compensation subject to Section 409A to be made upon a termination of employment under this Agreement may only be made upon the Executive’s Separation from Service.

(iii)     To the extent that any payments or reimbursements provided to the Executive under this Agreement are deemed to constitute compensation to the Executive to which Treasury Regulation Section 1.409A-3(i)(1)(iv) would apply, such amounts shall be paid or reimbursed reasonably promptly, but not later than December 31 of the year following the year in which the expense was incurred. The amount of any such payments eligible for reimbursement in one year shall not affect the payments or expenses that are eligible for payment or reimbursement in any other taxable year, and the Executive’s right to such payments or reimbursement of any such expenses shall not be subject to liquidation or exchange for any other benefit.

(e)    Severability. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement.

(f)    Withholding. The Company may withhold from any amounts payable under this Agreement such federal, state, local or foreign taxes as shall be required to be withheld pursuant to any applicable law or regulation.

(g)    No Waiver. The Executive’s or the Company’s failure to insist upon strict compliance with any provision of this Agreement or the failure to assert any right the Executive or the Company may have hereunder, including, without limitation, the right of the Executive to terminate employment for Good Reason pursuant to Section 3(c), shall not be deemed to be a waiver of such provision or right or any other provision or right of this Agreement.

(h)    Entire Agreement. As of the Effective Date, this Agreement along with the Protective Covenants Agreement and the Mutual Agreement to Arbitrate Claims constitutes the final, complete and exclusive agreement between the Executive and the Company with respect to the subject matter hereof and replaces and supersedes any and all other agreements, offers or promises, whether oral or written, by any member of the Company and its subsidiaries or affiliates, or representative thereof (including that certain employment offer letter dated November 21, 2024 by and between the Company and the Executive).

(i)    Amendment; Survival. No amendment or other modification of this Agreement shall be effective unless made in writing and signed by the parties hereto, which writing explicitly states the intent of the parties hereto to supplement the terms herein. The respective rights and obligations of the parties under this Agreement (including Section 6 of this Agreement and the Confidentiality Agreement) shall survive the Executive’s termination of employment and the termination of this Agreement to the extent necessary for the intended preservation of such rights and obligations.

(j)    Counterparts. This Agreement and any agreement referenced herein may be executed simultaneously in two or more counterparts, each of which shall be deemed an original but which together shall constitute one and the same instrument.

(k)    Clawback. The compensation payable hereunder shall be subject to (i) any Company clawback or recoupment policy required in order to comply with applicable law, including the Company’s Policy for Recovery of Erroneously Awarded Compensation and (ii) any Company clawback or recoupment policy approved by the Board which applies to the senior executives of the Company.

[SIGNATURES APPEAR ON FOLLOWING PAGE]

IN WITNESS WHEREOF, the Executive has hereunto set the Executive’s hand and, pursuant to the authorization from the Board, the Company has caused these presents to be executed in its name on its behalf, all as of the day and year first above written.

“COMPANY”

By:     /s/ Theodore S. Hanson    
Name: Theodore S. Hanson
Title: Chief Executive Officer

“EXECUTIVE”

/s/ Shiv Iyer Sadasivam (Shiv) Iyer This Waiver and Release of All Claims (the “Agreement”) is entered into between Sadasivam (Shiv) Iyer (the “EXECUTIVE”) and ASGN Incorporated (the “Company”).

The term “Party” or “Parties” as used herein shall refer to EXECUTIVE, the Company or both, as may be appropriate. This Agreement is entered into voluntarily by EXECUTIVE without any coercion or duress whatsoever.

RECITALS.

This Agreement is made with reference to the following facts:

(a)    Italicized terms used in these Recitals have the meaning ascribed to them in the Employment Agreement;

(b)    EXECUTIVE and Company previously entered into that certain Employment Agreement executed by EXECUTIVE on January 9, 2025 (the “Employment Agreement”);

(c)    EXECUTIVE’s employment with the Company terminated on ____________, 20__(“Termination Date”) during the Employment Period for a Qualifying Termination;

(d)    Pursuant to the terms of the Employment Agreement, EXECUTIVE’s execution, delivery, compliance with, and non-revocation of this Agreement are conditions precedent to EXECUTIVE’S receiving cash and other benefits in the event of a Qualifying Termination of his employment during the Employment Period; and

(e)    The Parties wish to enter into this Agreement.

In light of the foregoing, and for good and valuable consideration the receipt and sufficiency of which is acknowledged, the Parties agree as follows:

1.    Separation of Employment. EXECUTIVE’s last day of employment with the Company was the Termination Date.

2.    Consideration. As consideration for EXECUTIVE’S satisfying the conditions precedent set forth in Section 3 below and complying with this Agreement’s terms and conditions including, without limitation, abiding by EXECUTIVE’S representations, warranties, and covenants, the Company will provide EXECUTIVE the consideration set forth in Section 4(b) of the Employment Agreement (the “Consideration”) on the terms and conditions set forth in the Employment Agreement. EXECUTIVE understands and agrees that EXECUTIVE would not receive the Consideration except for EXECUTIVE’S execution and delivery of this Agreement and the fulfillment of the promises contained herein, that the Consideration is not otherwise owed EXECUTIVE in connection with the Company’s existing policies, procedures, and benefit plans, and that there is no prior agreement between EXECUTIVE and the Company entitling EXECUTIVE to the Consideration.

3.    Conditions Precedent. EXECUTIVE shall have executed this Agreement and delivered the executed Agreement to the Chief Legal Officer via e-mail within 21 days of receiving it, and shall not have revoked this Agreement during the 7-day revocation period described in Section 8 below.

4. Representations and Warranties. EXECUTIVE acknowledges that the Company is providing the Consideration in reliance upon EXECUTIVE’S following representations and warranties: (a) EXECUTIVE has returned to Company all Company property in EXECUTIVE’S possession and not kept any copies, including without limitation, laptop computers, computer access codes, disks, manuals, keys, cardkey passes, credit cards, telephone calling cards, computer hardware and software, cellular and portable telephone equipment, personal digital assistant (PDA) devices, resumes, books, notes, memoranda, financial statements, reports and other documents or other property that EXECUTIVE received or prepared or helped to prepare in connection with EXECUTIVE’S employment with Company; (b) EXECUTIVE has a continuing obligation to return any Company property not previously returned to the Company and to delete, destroy, or return any Company confidential, trade secret, or proprietary information, email, or records as instructed by the Company, including without limitation information contained on computers or cellular telephones; (c) EXECUTIVE will not retain any copies of any such property in EXECUTIVE’S possession or control; (d) EXECUTIVE has no reason to believe EXECUTIVE has suffered any work-related injuries or illnesses which EXECUTIVE has not already reported to the Company; (e) EXECUTIVE has reported all hours worked as of the date EXECUTIVE signs this Agreement and timely has been paid all compensation, wages, bonuses, commissions and benefits to which EXECUTIVE may be entitled (other than the Consideration), and that no other leave (paid or unpaid), compensation, wages, bonuses, commissions, or benefits are due to EXECUTIVE; and (f) EXECUTIVE further represents that no claim or complaint is pending in any court, administrative agency, commission, or other forum relating to EXECUTIVE’S employment and that if EXECUTIVE has any claim, charge, or complaint pending involving a matter released by this Agreement, EXECUTIVE agrees to immediately dismiss that claim, charge, or complaint with prejudice.

5.    Waiver and Release. In exchange for the promises contained in this Agreement and to the full extent permitted by law, EXECUTIVE hereby knowingly and voluntarily waives, releases, and forever discharges any and all complaints, claims, charges, liabilities, claims for relief, demands, suits, actions, or causes of action, whether known or unknown, suspected or unsuspected, and whether in law or in equity, which EXECUTIVE has asserted or could assert, at common law or under any statute, rule, regulation, order, or law, whether federal, state, or local, on any grounds whatsoever, arising out of, or connected with EXECUTIVE’S employment with the Company or termination thereof. This release of claims includes, but is not limited to, any claims under Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the Illinois Human Rights Act IHRA), the Right to Privacy in the Workplace Act, the Illinois Worker Adjustment and Retraining Notification Act, the Illinois One Day Rest in Seven Act, the Illinois Union Employee Health and Benefits Protection Act, the Illinois Employment Contract Act, the Illinois Labor Dispute Act, the Victims' Economic Security and Safety Act, the Illinois Whistleblower Act, the Illinois Equal Pay Act, the Illinois Biometric Information Privacy Act, as well as any claims under local statutes and ordinances that may be legally waived and released including the Cook County Human Rights Ordinance, the Americans with Disabilities Act (ADA), the Americans with Disabilities Amendments Act of 2008, the Fair Credit Reporting Act (FCRA), the Equal Pay Act, the Lilly Ledbetter Fair Pay Act, the Age Discrimination in Employment Act (ADEA), the Older Worker Benefit Protection Act (OWBPA), the Employment Retirement Income Security Act of 1974 (ERISA), and claims under any other federal, state or local civil or human rights law or any other federal, state or local law, regulation or ordinance, against the Company, its current or former owners, officials, directors, officers, affiliates, agents, employee benefit plans, representatives, servants, employees, attorneys, subsidiaries, parents, divisions, branches, units, successors, predecessors, clients, and assigns (individually and collectively referred to as the “Released Parties”) with respect to any event, matter, claim, damage, or injury arising out of EXECUTIVE’S employment relationship with the Company, the termination of such relationship, and with respect to any other claim, matter, or event arising prior to EXECUTIVE’S execution of this Agreement. Notwithstanding any provision contained herein, this Agreement does not waive rights or claims that may arise after the date EXECUTIVE executes this Agreement, including but not limited to rights or claims regarding the enforcement of the terms of this Agreement.

6.    Dismissals. If EXECUTIVE has any claim, charge, complaint, suit, action, causes of action, or grievances of any type pending involving a matter released and resolved by this Agreement, EXECUTIVE agrees to immediately dismiss it with prejudice.

7.    Known and Unknown. EXECUTIVE FURTHER REPRESENTS AND WARRANTS THAT EXECUTIVE UNDERSTANDS EXECUTIVE IS WAIVING UNKNOWN CLAIMS AS WELL AS KNOWN CLAIMS. EXECUTIVE RECOGNIZES THAT EXECUTIVE MAY LATER DISCOVER FACTS IN ADDITION TO OR DIFFERENT FROM THOSE WHICH EXECUTIVE NOW KNOWS OR BELIEVES TO BE TRUE. EXECUTIVE ALSO ACKNOWLEDGES IT IS EXECUTIVE’S INTENTION TO FULLY AND FINALLY RESOLVE AND RELEASE ANY AND ALL CLAIMS, KNOWN OR UNKNOWN, WHICH MAY EXIST AGAINST THE RELEASED PARTIES.

EXECUTIVE expressly acknowledges that this Agreement is intended to include in its effect, without limitation, all claims which EXECUTIVE does not know or suspect to exist in EXECUTIVE’S favor at the time of the execution of this Agreement, regardless of whether the lack of knowledge is the result of ignorance, oversight, error, negligence or any other cause, and that this Agreement contemplates the extinguishment of any such claim or claims.

8.    OWBPA ADVISEMENTS; RIGHTS; TIME FOR REVIEW; REVOCATION.

IN ACCORDANCE WITH THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990, EXECUTIVE IS HEREBY ADVISED AS FOLLOWS:

(a)    EXECUTIVE HAS THE RIGHT TO CONSULT WITH AN ATTORNEY BEFORE SIGNING THIS AGREEMENT;

(b)    EXECUTIVE HAS TWENTY-ONE (21) DAYS TO CONSIDER THIS AGREEMENT BEFORE SIGNING IT; AND

(c)    EXECUTIVE HAS SEVEN (7) DAYS AFTER SIGNING THIS AGREEMENT TO REVOKE THIS AGREEMENT. THIS AGREEMENT WILL BE EFFECTIVE ON THE EIGHTH (8TH) DAY AFTER EXECUTIVE’S EXECUTION AND DELIVERY OF IT PROVIDED EXECUTIVE HAS NOT REVOKED THE AGREEMENT AS SET FORTH HEREIN (“Effective Date”). NOTICE OF REVOCATION MUST BE IN WRITING, SIGNED BY EXECUTIVE, DELIVERED TIMELY TO: JENNIFER PAINTER VIA EMAIL AT JENNIFER.PAINTER@ASGN.COM PRIOR TO THE EXPIRATION OF THE SEVEN (7) DAY PERIOD.

9.    Restrictive Covenants.

(a)    EXECUTIVE hereby acknowledges and agrees that EXECUTIVE is bound by certain covenants and obligations set forth in that certain Protective Covenants Agreement, dated [_______ __, 202_] (“Protective Covenants Agreement”). EXECUTIVE hereby reaffirms the covenants and provisions set forth in the Protective Covenants Agreement and acknowledges and agrees that the Protective Covenants Agreement survives the termination of EXECUTIVE’s employment with the Company and remains in full force and effect.

(b) This Agreement and the provisions contained herein shall be held in strictest confidence by EXECUTIVE and shall not, unless required by law, be publicized or disclosed in any manner whatsoever; provided, however, EXECUTIVE may disclose this Agreement to the following people who shall also agree to keep the foregoing confidential: (i) EXECUTIVE’S spouse; and (ii) EXECUTIVE’S creditors, attorneys, accountants, auditors, tax preparers, and financial advisors.

(c)    Subject to Section 14(b) and (c), (i) EXECUTIVE agrees not to disparage any Released Party in any manner intended or reasonably likely to be harmful to them or to their business, business reputation or personal reputation, and (ii) the Company shall instruct its executive officers and directors not to publish or disseminate, directly or indirectly, any statements, whether written or oral, that are reasonably likely to be harmful to EXECUTIVE’S business, business reputation or personal reputation.

10.    Provisions Severable; Governing Law; Headings; No Waiver; No Admission. The provisions of this Agreement are severable. If any provision is held to be invalid or unenforceable, it will not affect the validity or the enforceability of any other provision. This Agreement is governed by Illinois law without regard to conflict of law principles. Headings in this Agreement are for convenience of reference only and are not to be used to interpret this Agreement. If EXECUTIVE or the Company fail to enforce this Agreement or to insist on performance of any term, that failure does not mean a waiver of that term or of the Agreement. The Agreement remains in full force and effect anyway. This Agreement was the result of negotiations between the Parties and their respective counsel. In the event of vagueness, ambiguity or uncertainty, this Agreement shall not be construed against the Party preparing it, but shall be construed as if both Parties prepared it jointly. The Parties agree that neither this Agreement nor the furnishing of the Consideration shall be deemed or construed for any purpose as an admission by the Company or any Released Party of wrongdoing or evidence of any liability or unlawful conduct of any kind.

11.    Legal Counsel. EXECUTIVE is advised to seek independent legal advice prior to executing this Agreement. By signing this Agreement, EXECUTIVE acknowledges that EXECUTIVE has had the opportunity to receive independent legal advice from legal counsel of EXECUTIVE’S choice with respect to this Agreement. If EXECUTIVE decides not to seek legal advice, EXECUTIVE further acknowledges that EXECUTIVE knowingly and voluntarily chose not to do so.

12.    No Transfer of Claims/Indemnity/Attorneys’ Fees. EXECUTIVE warrants and represents that EXECUTIVE has not assigned or transferred or purported to assign or transfer to any person or entity all or any part of or any interest in any claim released under this Agreement. EXECUTIVE agrees to indemnify and hold Released Parties, and each of them, harmless from any liability, claims, demands, damages, costs, expenses, and attorneys’ fees incurred by Released Parties, or any of them, as the result of any such assignment or transfer or any rights or claims under any such assignment or transfer. It is the intention of the Parties that this indemnity does not require payment as a condition precedent to recovery by the Released Parties against EXECUTIVE under this indemnity. EXECUTIVE agrees that if EXECUTIVE hereafter commences any suit arising out of, based upon, or relating to any of the claims released hereunder or in any manner asserts against Released Parties, or any of them, any of the claims released hereunder, then the non-prevailing party agrees to pay to the prevailing party, in addition to any other damages, all reasonable attorneys’ fees incurred by the prevailing party in connection with said suit or claim; provided, that this paragraph shall not apply with respect to any compulsory counterclaims, within the meaning of Rule 13(a) of the Federal Rules of Civil Procedure, asserted by either party.

13. Entire Agreement; Assignment. This Agreement constitutes the complete, final, and entire agreement between EXECUTIVE and the Company with regard to this subject matter. It is entered into without reliance on any promise or representation, written or oral, other than those expressly contained herein, and it supersedes any other such agreements, promises, or representations, except with respect to: (1) the Employment Agreement; (2) the Protective Covenants Agreement; and (3) the Dispute Resolution Agreement, Mutual Agreement to Arbitration Claims, executed by EXECUTIVE on _______________, between the Company and EXECUTIVE, which shall remain in full force and effect. This Agreement may not be modified or amended except in a writing signed by both EXECUTIVE and an authorized representative of Company. This Agreement may be signed in counterparts, each of which shall be deemed an original, but all of which, taken together, shall constitute the same instrument. A signature made on an electronically mailed copy of the Agreement or a signature transmitted by electronic mail shall have the same effect as the original signature. This Agreement is personal to EXECUTIVE and without the prior written consent of the Company shall not be assignable by EXECUTIVE otherwise than by will or the laws of descent and distribution. This Agreement shall inure to the benefit of the Released Parties and be binding upon the Company and its successors and assigns.

14.    Excluded Claims.

(a) Notwithstanding anything in this Agreement to the contrary, the Parties hereto agree that this Agreement does not apply to any claims EXECUTIVE may have for worker’s compensation benefits or unemployment insurance or any other claims that cannot lawfully be released. Further, notwithstanding the foregoing, the Parties also agree that this waiver and release of all claims shall not apply to any vested benefits accrued by EXECUTIVE prior to the Effective Date under any compensation or benefit plans, programs and arrangements maintained by the Company for the benefit of its employees or with respect to any other compensation and benefits provided pursuant to this Agreement or the Employment Agreement. In addition, this Agreement does not waive: (1) any indemnification rights to which EXECUTIVE may be entitled under the Company’s Articles of Incorporation or Bylaws, by contract, as a matter of law, or otherwise, or under any power that the Company may have to indemnify EXECUTIVE or hold EXECUTIVE harmless; or (2) EXECUTIVE’s rights following the date hereof with respect to any equity interests EXECUTIVE holds in the Company or any of its past or present affiliates.

(b) Nothing contained anywhere in this Agreement, and no obligation set forth anywhere in this Agreement, is intended to, or will, preclude the filing of any charge or complaint with any government agency, including the Equal Employment Opportunity Commission, or the participation in, or the cooperation with, any lawful government investigation. The initiation of a charge or complaint with a government agency, and/or the participation in, or cooperation with, a government investigation shall not be considered as a breach of any obligation otherwise set forth in this Agreement. Similarly, nothing in this Agreement is intended to limit lawful whistleblower activity with any government agency. However, by signing this Agreement, EXECUTIVE agrees and acknowledges that EXECUTIVE is waiving and releasing any right to receive further or additional monetary relief or individualized equitable relief concerning the terms and conditions of the employment relationship, including any separation from employment. The Consideration provided shall constitute the full extent of any individual relief to which EXECUTIVE is entitled as a result of EXECUTIVE’S employment and separation from employment.

(c) In addition, pursuant to 18 USC Section 1833(b), EXECUTIVE will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made: (i) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, and solely for the purpose of reporting or investigating a suspected violation of law; or (ii) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. Further, nothing in this Agreement is intended to or shall preclude EXECUTIVE from providing truthful testimony in response to a valid subpoena, court order, regulatory request or other judicial, administrative or legal process or otherwise as required by law. If EXECUTIVE is required to provide testimony, then unless otherwise directed or requested by a governmental agency or law enforcement, EXECUTIVE shall notify the Company in writing as promptly as practicable after receiving any such request of the anticipated testimony and at least ten (10) days prior to providing such testimony (or, if such notice is not possible under the circumstances, with as much prior notice as is possible) to afford the Company a reasonable opportunity to challenge the subpoena, court order or similar legal process.

EXECUTIVE (Sadasivam (Shiv) Iyer)    ASGN INCORPORATED

Sign:         Sign:     

Print:         Print:     

Date:         Date:     

EXECUTIVE RESTRICTED STOCK UNIT AWARD NOTICE

ASGN Incorporated, a Delaware corporation, (the “Company”), pursuant to the Second Amended and Restated ASGN Incorporated 2012 Employment Inducement Incentive Award Plan, as amended from time to time (the “Plan”), hereby grants to the holder listed below (“Participant”), an award of Time-Based Restricted Stock Units (“Restricted Stock Units” or “RSUs”). Each RSU represents the right to receive one Share of the Company’s common stock upon vesting of such RSU. This award of RSUs is subject to all of the terms and conditions set forth herein attached hereto as Exhibit A (the “Award Agreement”) and the Plan, each of which are incorporated herein by reference. Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Executive Restricted Stock Unit Award Notice (the “Grant Notice”) and Award Agreement.

By his or her signature and the Company’s signature below, Participant agrees to be bound by the terms and conditions of the Plan, the Award Agreement set forth in Exhibit A and this Grant Notice. Participant has reviewed the Award Agreement, the Plan and this Grant Notice in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Grant Notice and fully understands all provisions of this Grant Notice, the Award Agreement and the Plan. Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Administrator upon any questions arising under the Plan, this Grant Notice or the Award Agreement. In addition, by signing below, Participant also agrees that the Company, in its sole discretion, may satisfy any withholding obligations in accordance with Section 2.6(b) of the Agreement by (i) withholding Shares otherwise issuable to Participant upon full vesting of the RSUs, (ii) instructing a broker on Participant’s behalf to sell Shares otherwise issuable to Participant upon vesting of the RSUs and submit the proceeds of such sale to the Company, or (iii) using any other method permitted by Section 2.6(b) of the Agreement or the Plan. If Participant is married, his or her spouse has signed the Consent of Spouse attached to this Grant Notice as Exhibit B.

Pursuant to the Executive Restricted Stock Unit Award Notice (the “Grant Notice”) to which this Executive Restricted Stock Unit Award Agreement (this “Agreement”) is attached, ASGN Incorporated, a Delaware corporation (the “Company”), has granted to Participant an award of restricted stock units (“RSUs”) under the Second Amended and Restated ASGN Incorporated 2012 Employment Inducement Incentive Award Plan, as amended from time to time (the “Plan”).

1.1    Defined Terms. Capitalized terms not specifically defined herein shall have the meanings specified in the Plan and the Grant Notice. As used herein, the term “stock unit” shall mean a non-voting unit of measurement which is deemed for bookkeeping purposes to be equivalent to one outstanding Share (subject to adjustment as provided in Section 12.2 of the Plan) solely for purposes of the Plan and this Agreement. The RSUs shall be used solely as a device for the determination of the payment to eventually be made to Participant if such RSUs vest pursuant to Section 2.3 hereof. The RSUs shall not be treated as property or as a trust fund of any kind.

1.2    Incorporation of Terms of Plan. The RSUs are subject to the terms and conditions of the Plan which are incorporated herein by reference. In the event of any inconsistency between the Plan and this Agreement, the terms of the Plan shall control.

2.1    Grant of RSUs; Employment Inducement Award.

(a)    For good and valuable consideration, receipt of which is acknowledged by the Company, effective as of the Grant Date set forth in the Grant Notice (the “Grant Date”), the Company grants to Participant an award of RSUs as set forth in the Grant Notice, upon the terms and conditions set forth in the Plan and this Agreement.

(b)    The RSUs are intended to constitute an “employment inducement” award under New York Stock Exchange (“NYSE”) Rule 303A.08, and consequently are intended to be exempt from the NYSE rules regarding shareholder approval of stock option plans or other equity compensation arrangements. This Agreement and the terms and conditions of the RSUs shall be interpreted in accordance and consistent with such exemption.

2.2    Company’s Obligation to Pay. Each RSU has a value equal to the Fair Market Value of a Share on the date it becomes vested. Unless and until the RSUs will have vested in the manner set forth in Article 2 hereof, Participant will have no right to payment of any such RSUs. Prior to actual payment of any vested RSUs, such RSUs will represent an unsecured obligation of the Company, payable (if at all) only from the general assets of the Company.

2.3    Vesting Schedule.

(a)    Subject to Section 2.3(b) and 2.5 hereof, the RSUs awarded by the Grant Notice will vest and become nonforfeitable with respect to the applicable portion thereof according to the vesting schedule set forth on the Grant Notice to which this Agreement is attached (the “Vesting Schedule”), subject to Participant’s continued employment or services through the applicable vesting dates, as a condition to the vesting of the applicable installment of the RSUs and the rights and benefits under this Agreement. Unless otherwise determined by the Administrator or as set forth in Sections

2.3(b) and 2.5 hereof, partial employment or service, even if substantial, during any vesting period will not entitle Participant to any proportionate vesting or avoid or mitigate a termination of rights and benefits upon or following a termination of Participant’s consultancy, employment or directorship (a “Termination of Services”) as provided hereto or under the Plan.

    (b)    Upon the Participant’s Termination of Services due to the Participant’s death or the Participant becoming disabled within the meaning of Section 409A (as defined in Section 3.13 below)(a “Disability”), all then unvested RSUs shall automatically vest in full.

2.4    Consideration to the Company. In consideration of the grant of the award of RSUs by the Company, Participant agrees to render faithful and efficient services to the Company or any Subsidiary. Nothing in the Plan or this Agreement shall confer upon Participant any right to continue in the employ or service of the Company or any Subsidiary or shall interfere with or restrict in any way the rights of the Company and its Subsidiaries, which rights are hereby expressly reserved, to discharge or terminate the services of Participant at any time for any reason whatsoever, with or without cause, except to the extent expressly provided otherwise in a written agreement between the Company or a Subsidiary and Participant.

2.5    Forfeiture, Termination and Cancellation upon Termination of Services. Except as set forth in Section 2.3(b), upon Participant’s Termination of Service for any or no reason, all then unvested RSUs subject to this Agreement will thereupon be automatically forfeited, terminated and cancelled as of the applicable termination date without payment of any consideration by the Company, and Participant, or Participant’s beneficiary or personal representative, as the case may be, shall have no further rights hereunder.

2.6    Payment upon Vesting.

(a)    As soon as administratively practicable following the vesting of any RSUs pursuant to Section 2.3 hereof, but in no event later than 60 days after such vesting date (for the avoidance of doubt, this deadline is intended to comply with the “short-term deferral” exemption from Section 409A, the Company shall deliver to Participant (or any transferee permitted under Section 3.2 hereof) a number of Shares (either by delivering one or more certificates for such shares or by entering such shares in book entry form, as determined by the Company in its sole discretion) equal to the number of RSUs subject to this award that vest on the applicable vesting date, unless such RSUs terminate prior to the given vesting date pursuant to Section 2.5 hereof. Notwithstanding the foregoing, in the event Shares cannot be issued pursuant to Section 2.7(a), (b) or (c) hereof, then the Shares shall be issued pursuant to the preceding sentence as soon as administratively practicable after the Administrator determines that Shares can again be issued in accordance with Sections 2.7(a), (b) or (c) hereof.

(b)    Notwithstanding anything to the contrary in this Agreement, the Company shall be entitled to require payment by Participant of any sums required by applicable law to be withheld with respect to the grant of RSUs or the issuance of Shares. Such payment shall be made by deduction from other compensation payable to Participant or in such other form of consideration acceptable to the Company which may, in the sole discretion of the Administrator, include:

(i)    Cash or check;

(ii)    Surrender of Shares (including, without limitation, Shares otherwise issuable under the RSUs) held for such period of time as may be required by the Administrator in order to avoid adverse accounting consequences and having a Fair Market Value on the date of delivery equal to the minimum amount required to be withheld by statute; or

(iii)    Other property acceptable to the Administrator (including, without limitation, through the delivery of a notice that Participant has placed a market sell order with a broker with respect to Shares then issuable under the RSUs, and that the broker has been directed to pay a sufficient portion of the net proceeds of the sale to the Company in satisfaction of its withholding obligations; provided that payment of such proceeds is

then made to the Company at such time as may be required by the Company, but in any event not later than the settlement of such sale).

The Company shall not be obligated to deliver any new certificate representing Shares to Participant or Participant’s legal representative or enter such Share in book entry form unless and until Participant or Participant’s legal representative shall have paid or otherwise satisfied in full the amount of all federal, state and local taxes applicable to the taxable income of Participant resulting from the grant or vesting of the RSUs or the issuance of Shares.

2.7    Conditions to Delivery of Stock. Subject to Section 2.6 hereof, the Shares deliverable hereunder, or any portion thereof, may be either previously authorized but unissued Shares or treasury Shares. Such Shares shall be fully paid and nonassessable. The Company shall not be required to issue or deliver any Shares deliverable hereunder or portion thereof prior to fulfillment of all of the following conditions:

(a)    The admission of such Shares to listing on all stock exchanges on which such Shares are then listed;

(b)    The completion of any registration or other qualification of such Shares under any state or federal law or under rulings or regulations of the Securities and Exchange Commission or of any other governmental regulatory body, which the Administrator shall, in its absolute discretion, deem necessary or advisable;

(c)    The obtaining of any approval or other clearance from any state or federal governmental agency which the Administrator shall, in its absolute discretion, determine to be necessary or advisable;

(d)    The receipt by the Company of full payment for such Shares, including payment of any applicable withholding tax, which may be in one or more of the forms of consideration permitted under Section 2.6 hereof; and

(e)    The lapse of such reasonable period of time following the vesting of any RSUs as the Administrator may from time to time establish for reasons of administrative convenience.

2.8    Rights as Stockholder. The holder of the RSUs shall not be, nor have any of the rights or privileges of, a stockholder of the Company, including, without limitation, voting rights and rights to dividends, in respect of the RSUs and any Shares underlying the RSUs and deliverable hereunder unless and until such Shares shall have been issued by the Company and held of record by such holder (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company). No adjustment will be made for a dividend or other right for which the record date is prior to the date the Shares are issued, except as provided in Section 12.2 of the Plan.

3.1    Administration. The Administrator shall have the power to interpret the Plan and this Agreement and to adopt such rules for the administration, interpretation and application of the Plan as are consistent therewith and to interpret, amend or revoke any such rules. All actions taken and all interpretations and determinations made by the Administrator in good faith shall be final and binding upon Participant, the Company and all other interested persons. Neither any person or persons acting as the Administrator nor any member of the Committee or the Board shall be personally liable for any action, determination or interpretation made in good faith with respect to the Plan, this Agreement or the RSUs.

3.2 Grant is Not Transferable. During the lifetime of Participant, the RSUs may not be sold, pledged, assigned or transferred in any manner other than by will or the laws of descent and distribution, unless and until the Shares underlying the RSUs have been issued, and all restrictions applicable to such Shares have lapsed. Neither the RSUs nor any interest or right therein shall be liable for the debts, contracts or engagements of Participant or his or her successors in interest or shall be subject to disposition by transfer, alienation, anticipation, pledge, 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), and any attempted disposition thereof shall be null and void and of no effect, except to the extent that such disposition is permitted by the preceding sentence.

3.3    Binding Agreement. Subject to the limitation on the transferability of the RSUs contained herein, this Agreement will be binding upon and inure to the benefit of the heirs, legatees, legal representatives, successors and assigns of the parties hereto.

3.4    Adjustments Upon Specified Events. The Administrator may accelerate payment and vesting of the RSUs in such circumstances as it, in its sole discretion, may determine. In addition, upon the occurrence of certain events relating to the Shares contemplated by Section 12.2 of the Plan (including, without limitation, an extraordinary cash dividend on such Stock), the Administrator shall make such adjustments the Administrator deems appropriate in the number of RSUs then outstanding and the number and kind of securities that may be issued in respect of the RSUs. Participant acknowledges that the RSUs are subject to amendment, modification and termination in certain events as provided in this Agreement and under the Plan, including without limitation, under Section 12.2 of the Plan.

3.5    Notices. Any notice to be given under the terms of this Agreement to the Company shall be addressed to the Company in care of the Secretary of the Company at the Company’s principal office, and any notice to be given to Participant shall be addressed to Participant at Participant’s last address reflected on the Company’s records. By a notice given pursuant to this Section 3.5, either party may hereafter designate a different address for notices to be given to that party. Any notice shall be deemed duly given when sent via email or when sent by certified mail (return receipt requested) and deposited (with postage prepaid) in a post office or branch post office regularly maintained by the United States Postal Service.

3.6    Titles. Titles are provided herein for convenience only and are not to serve as a basis for interpretation or construction of this Agreement.

3.7    Governing Law. The laws of the State of California shall govern the interpretation, validity, administration, enforcement and performance of the terms of this Agreement regardless of the law that might be applied under principles of conflicts of laws.

3.8    Conformity to Securities Laws. Participant acknowledges that the Plan and this Agreement are intended to conform to the extent necessary with all provisions of the Securities Act and the Exchange Act and any and all regulations and rules promulgated by the Securities and Exchange Commission thereunder, and state securities laws and regulations. Notwithstanding anything herein to the contrary, the Plan shall be administered, and the RSUs are granted, only in such a manner as to conform to such laws, rules and regulations. To the extent permitted by applicable law, the Plan and this Agreement shall be deemed amended to the extent necessary to conform to such laws, rules and regulations.

3.9    Amendments, Suspension and Termination. To the extent permitted by the Plan, this Agreement may be wholly or partially amended or otherwise modified, suspended or terminated at any time or from time to time by the Administrator; provided that, except as may otherwise be provided by the Plan, no amendment, modification, suspension or termination of this Agreement shall adversely affect the RSUs in any material way without the prior written consent of Participant.

3.10    Successors and Assigns. The Company may assign any of its rights under this Agreement to single or multiple assignees, and this Agreement shall inure to the benefit of the successors and assigns of the Company. Subject to the restrictions on transfer herein set forth in Section 3.2 hereof, this Agreement shall be binding upon Participant and his or her heirs, executors, administrators, successors and assigns.

3.11 Limitations Applicable to Section 16 Persons. Notwithstanding any other provision of the Plan or this Agreement, if Participant is subject to Section 16 of the Exchange Act, the Plan, the RSUs and this Agreement shall be subject to any additional limitations set forth in any applicable exemptive rule under Section 16 of the Exchange Act (including any amendment to Rule 16b-3 of the Exchange Act) that are requirements for the application of such exemptive rule. To the extent permitted by applicable law, this Agreement shall be deemed amended to the extent necessary to conform to such applicable exemptive rule.

3.12    Entire Agreement. The Plan, the Grant Notice and this Agreement constitute the entire agreement of the parties and supersede in their entirety all prior undertakings and agreements of the Company and Participant with respect to the subject matter hereof.

3.13    Section 409A. The RSUs are not intended to constitute “nonqualified deferred compensation” within the meaning of Section 409A of the Code (together with any Department of Treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the date hereof, “Section 409A”). However, notwithstanding any other provision of the Plan, the Grant Notice or this Agreement, if at any time the Administrator determines that the RSUs (or any portion thereof) may be subject to Section 409A, the Administrator shall have the right in its sole discretion (without any obligation to do so or to indemnify Participant or any other person for failure to do so) to adopt such amendments to the Plan, the Grant Notice or this Agreement, or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, as the Administrator determines are necessary or appropriate either for the RSUs to be exempt from the application of Section 409A or to comply with the requirements of Section 409A.

3.14    Limitation on Participant’s Rights. Participation in the Plan confers no rights or interests other than as herein provided. This Agreement creates only a contractual obligation on the part of the Company as to amounts payable and shall not be construed as creating a trust. Neither the Plan nor any underlying program, in and of itself, has any assets. Participant shall have only the rights of a general unsecured creditor of the Company with respect to amounts credited and benefits payable, if any, with respect to the RSUs, and rights no greater than the right to receive the Shares as a general unsecured creditor with respect to RSUs, as and when payable hereunder.

EXHIBIT B
TO RESTRICTED STOCK UNIT AWARD NOTICE

CONSENT OF SPOUSE

I, ____________________, spouse of ____________________, have read and approve the foregoing ASGN Incorporated Restricted Stock Unit Award Notice, and the ASGN Incorporated Restricted Stock Unit Award Agreement (together, the “Agreement”). In consideration of issuing to my spouse the shares of the common stock of ASGN Incorporated set forth in the Agreement, I hereby appoint my spouse as my attorney-in-fact in respect to the exercise of any rights under the Agreement and agree to be bound by the provisions of the Agreement insofar as I may have any rights in said Agreement or any shares of the common stock of ASGN Incorporated issued pursuant thereto under the community property laws or similar laws relating to marital property in effect in the state of our residence as of the date of the signing of the foregoing Agreement.

    

EXECUTIVE PERFORMANCE-BASED RESTRICTED STOCK UNIT AWARD NOTICE

ASGN Incorporated, a Delaware corporation, (the “Company”), pursuant to the Second Amended and Restated ASGN Incorporated 2012 Employment Inducement Incentive Award Plan, as amended from time to time (the “Plan”), hereby grants to the holder listed below (“Participant”), an award of Performance-Based Restricted Stock Units (“PSUs”). Each PSU represents the right to receive up to two Shares of the Company’s common stock upon vesting of such PSU. This award of PSUs is subject to all of the terms and conditions set forth herein attached hereto as Exhibit A (the “Award Agreement”) and the Plan, each of which are incorporated herein by reference. Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Executive Performance-Based Restricted Stock Unit Award Notice (the “Grant Notice”) and Award Agreement.

By his or her signature and the Company’s signature below, Participant agrees to be bound by the terms and conditions of the Plan, the Award Agreement set forth in Exhibit A and this Grant Notice. Participant has reviewed the Award Agreement, the Plan and this Grant Notice in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Grant Notice and fully understands all provisions of this Grant Notice, the Award Agreement and the Plan. Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Administrator upon any questions arising under the Plan, this Grant Notice or the Award Agreement. In addition, by signing below, Participant also agrees that the Company, in its sole discretion, may satisfy any withholding obligations in accordance with Section 2.6(b) of the Agreement by (i) withholding Shares otherwise issuable to Participant upon full vesting of the PSUs, (ii) instructing a broker on Participant’s behalf to sell Shares otherwise issuable to Participant upon vesting of the PSUs and submit the proceeds of such sale to the Company, or (iii) using any other method permitted by Section 2.6(b) of the Agreement or the Plan. If Participant is married, his or her spouse has signed the Consent of Spouse attached to this Grant Notice as Exhibit B.

Pursuant to the Executive Performance-Based Restricted Stock Unit Award Notice (the “Grant Notice”) to which this Executive Performance-Based Restricted Stock Unit Award Agreement (this “Agreement”) is attached, ASGN Incorporated, a Delaware corporation (the “Company”), has granted to Participant an award of performance-based restricted stock units (“PSUs”) under the Second Amended and Restated ASGN Incorporated 2012 Employment Inducement Incentive Award Plan, as amended from time to time (the “Plan”).

1.1    Defined Terms. Capitalized terms not specifically defined herein shall have the meanings specified in the Plan and the Grant Notice. As used herein, the term “stock unit” shall mean a non-voting unit of measurement which is deemed for bookkeeping purposes to be equivalent to one outstanding Share (subject to adjustment as provided in Section 12.2 of the Plan) solely for purposes of the Plan and this Agreement. The PSUs shall be used solely as a device for the determination of the payment to eventually be made to Participant if such PSUs vest pursuant to Section 2.3 hereof. The PSUs shall not be treated as property or as a trust fund of any kind.

1.2    Incorporation of Terms of Plan. The PSUs are subject to the terms and conditions of the Plan which are incorporated herein by reference. In the event of any inconsistency between the Plan and this Agreement, the terms of the Plan shall control.

2.1    Grant of PSUs; Employment Inducement Award.

(a)    For good and valuable consideration, receipt of which is acknowledged by the Company, effective as of the Grant Date set forth in the Grant Notice (the “Grant Date”), the Company grants to Participant an award of PSUs as set forth in the Grant Notice, upon the terms and conditions set forth in the Plan and this Agreement.

(b)    The PSUs are intended to constitute an “employment inducement” award under New York Stock Exchange (“NYSE”) Rule 303A.08, and consequently are intended to be exempt from the NYSE rules regarding shareholder approval of stock option plans or other equity compensation arrangements. This Agreement and the terms and conditions of the PSUs shall be interpreted in accordance and consistent with such exemption.

2.2    Company’s Obligation to Pay. Each PSU has a value equal to the Fair Market Value of zero to two Shares on the date it becomes vested. Unless and until the PSUs will have vested in the manner set forth in Article 2 hereof, Participant will have no right to payment of any such PSUs. Prior to actual payment of any vested PSUs, such PSUs will represent an unsecured obligation of the Company, payable (if at all) only from the general assets of the Company.

2.3    Vesting Schedule.

(a) Subject to Sections 2.3(b)-(d) and 2.5 hereof, the PSUs awarded by the Grant Notice will vest and become nonforfeitable with respect to the applicable portion thereof according to the vesting schedule set forth on the Grant Notice to which this Agreement is attached (the “Vesting Schedule”), subject to Participant’s continued employment or services through the applicable vesting dates, as a condition to the vesting of the applicable installment of the PSUs and the rights and benefits under this Agreement. Unless otherwise determined by the Administrator or as set forth in Sections 2.3(b)-(d) and 2.5 hereof, partial employment or service, even if substantial, during any vesting period will not entitle Participant to any proportionate vesting or avoid or mitigate a termination of rights and benefits upon or following a termination of Participant’s consultancy, employment or directorship (a “Termination of Services”) as provided hereto or under the Plan.

(b)    In addition, upon a Termination of Services by the Company not for Cause (as such term may be defined in an applicable employment (or similar service) agreement by and between Participant and the Company, or in the Company’s Amended and Restated Change in Control Severance Plan if no such agreement exists), the PSUs shall remain outstanding and eligible to vest (without the requirement of continued employment beyond such termination) as set forth in the Grant Notice to which this Agreement is attached (i.e., subject to the achievement of the applicable performance goal(s) during the three-year performance period) on a pro rated basis (based on length of employment to the Company during the three-year period beginning on January 1 of the year of grant).

(c)    Upon a Termination of Services by the Participant due to his or her retirement, subject to approval by the Compensation Committee in its sole discretion and in consideration of the Participant’s provision of successful succession planning to the Company’s requirements, the PSUs shall remain outstanding and eligible to vest (without the requirement of continued employment beyond such termination) as set forth in the Grant Notice to which this Agreement is attached (i.e., subject to the achievement of the applicable performance goals(s) during the three-year performance period) on a pro rated or more basis (based on length of employment to the Company during the three-year period beginning on January 1 of the year of grant).

    (d)    Upon the Participant’s Termination of Services due to the Participant’s death or the Participant becoming disabled within the meaning of Section 409A (as defined in Section 3.13 below)(a “Disability”), the PSUs shall remain outstanding and eligible to vest (without the requirement of continued employment beyond such termination) as set forth in the Grant Notice to which this Agreement is attached (i.e., subject to the achievement of the applicable performance goals(s) during the three-year performance period) in full.

2.4    Consideration to the Company. In consideration of the grant of the award of PSUs by the Company, Participant agrees to render faithful and efficient services to the Company or any Subsidiary. Nothing in the Plan or this Agreement shall confer upon Participant any right to continue in the employ or service of the Company or any Subsidiary or shall interfere with or restrict in any way the rights of the Company and its Subsidiaries, which rights are hereby expressly reserved, to discharge or terminate the services of Participant at any time for any reason whatsoever, with or without cause, except to the extent expressly provided otherwise in a written agreement between the Company or a Subsidiary and Participant.

2.5    Forfeiture, Termination and Cancellation upon Termination of Services. Except as set forth in Section 2.3(b)-(d), upon Participant’s Termination of Service for any or no reason, all then unvested RSUs subject to this Agreement will thereupon be automatically forfeited, terminated and cancelled as of the applicable termination date without payment of any consideration by the Company, and Participant, or Participant’s beneficiary or personal representative, as the case may be, shall have no further rights hereunder. Upon a Participant’s Termination of Services not for Cause or due to retirement as set forth in Section 2.3(b) and (c), a portion of the PSUs shall remain outstanding and eligible to vest in accordance with Section 2.3(b) and (c) hereof. Upon a Participant’s Termination of Employment due to death or Disability as set forth in 2.3(d), all of the PSUs shall remain outstanding and eligible to vest in accordance with Section 2.3(d).

2.6    Payment upon Vesting.

(a) As soon as administratively practicable following the vesting of any PSUs pursuant to Section 2.3 hereof, but in no event later than 60 days after such vesting date (for the avoidance of doubt, this deadline is intended to comply with the “short-term deferral” exemption from Section 409A, the Company shall deliver to Participant (or any transferee permitted under Section 3.2 hereof) a number of Shares (either by delivering one or more certificates for such shares or by entering such shares in book entry form, as determined by the Company in its sole discretion) up to two times the number of PSUs subject to this award that vest on the applicable vesting date, unless such PSUs terminate prior to the given vesting date pursuant to Section 2.5 hereof. Notwithstanding the foregoing, in the event Shares cannot be issued pursuant to Section 2.7(a), (b) or (c) hereof, then the Shares shall be issued pursuant to the preceding sentence as soon as administratively practicable after the Administrator determines that Shares can again be issued in accordance with Sections 2.7(a), (b) or (c) hereof.

(b)    Notwithstanding anything to the contrary in this Agreement, the Company shall be entitled to require payment by Participant of any sums required by applicable law to be withheld with respect to the grant of PSUs or the issuance of Shares. Such payment shall be made by deduction from other compensation payable to Participant or in such other form of consideration acceptable to the Company which may, in the sole discretion of the Administrator, include:

(i)    Cash or check;

(ii)    Surrender of Shares (including, without limitation, Shares otherwise issuable under the PSUs) held for such period of time as may be required by the Administrator in order to avoid adverse accounting consequences and having a Fair Market Value on the date of delivery equal to the minimum amount required to be withheld by statute; or

(iii)    Other property acceptable to the Administrator (including, without limitation, through the delivery of a notice that Participant has placed a market sell order with a broker with respect to Shares then issuable under the PSUs, and that the broker has been directed to pay a sufficient portion of the net proceeds of the sale to the Company in satisfaction of its withholding obligations; provided that payment of such proceeds is then made to the Company at such time as may be required by the Company, but in any event not later than the settlement of such sale).

The Company shall not be obligated to deliver any new certificate representing Shares to Participant or Participant’s legal representative or enter such Share in book entry form unless and until Participant or Participant’s legal representative shall have paid or otherwise satisfied in full the amount of all federal, state and local taxes applicable to the taxable income of Participant resulting from the grant or vesting of the PSUs or the issuance of Shares.

2.7    Conditions to Delivery of Stock. Subject to Section 2.6 hereof, the Shares deliverable hereunder, or any portion thereof, may be either previously authorized but unissued Shares or treasury Shares. Such Shares shall be fully paid and nonassessable. The Company shall not be required to issue or deliver any Shares deliverable hereunder or portion thereof prior to fulfillment of all of the following conditions:

(a)    The admission of such Shares to listing on all stock exchanges on which such Shares are then listed;

(b)    The completion of any registration or other qualification of such Shares under any state or federal law or under rulings or regulations of the Securities and Exchange Commission or of any other governmental regulatory body, which the Administrator shall, in its absolute discretion, deem necessary or advisable;

(c)    The obtaining of any approval or other clearance from any state or federal governmental agency which the Administrator shall, in its absolute discretion, determine to be necessary or advisable;

(d)    The receipt by the Company of full payment for such Shares, including payment of any applicable withholding tax, which may be in one or more of the forms of consideration permitted under Section 2.6 hereof; and

(e)    The lapse of such reasonable period of time following the vesting of any PSUs as the Administrator may from time to time establish for reasons of administrative convenience.

2.8    Rights as Stockholder. The holder of the PSUs shall not be, nor have any of the rights or privileges of, a stockholder of the Company, including, without limitation, voting rights and rights to dividends, in respect of the PSUs and any Shares underlying the PSUs and deliverable hereunder unless and until such Shares shall have been issued by the Company and held of record by such holder (as evidenced by the appropriate entry on the books of the Company or of a

duly authorized transfer agent of the Company). No adjustment will be made for a dividend or other right for which the record date is prior to the date the Shares are issued, except as provided in Section 12.2 of the Plan.

3.1    Administration. The Administrator shall have the power to interpret the Plan and this Agreement and to adopt such rules for the administration, interpretation and application of the Plan as are consistent therewith and to interpret, amend or revoke any such rules. All actions taken and all interpretations and determinations made by the Administrator in good faith shall be final and binding upon Participant, the Company and all other interested persons. Neither any person or persons acting as the Administrator nor any member of the Committee or the Board shall be personally liable for any action, determination or interpretation made in good faith with respect to the Plan, this Agreement or the PSUs.

3.2    Grant is Not Transferable. During the lifetime of Participant, the PSUs may not be sold, pledged, assigned or transferred in any manner other than by will or the laws of descent and distribution, unless and until the Shares underlying the PSUs have been issued, and all restrictions applicable to such Shares have lapsed. Neither the PSUs nor any interest or right therein shall be liable for the debts, contracts or engagements of Participant or his or her successors in interest or shall be subject to disposition by transfer, alienation, anticipation, pledge, 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), and any attempted disposition thereof shall be null and void and of no effect, except to the extent that such disposition is permitted by the preceding sentence.

3.3    Binding Agreement. Subject to the limitation on the transferability of the PSUs contained herein, this Agreement will be binding upon and inure to the benefit of the heirs, legatees, legal representatives, successors and assigns of the parties hereto.

3.4    Adjustments Upon Specified Events. The Administrator may accelerate payment and vesting of the PSUs in such circumstances as it, in its sole discretion, may determine. In addition, upon the occurrence of certain events relating to the Shares contemplated by Section 12.2 of the Plan (including, without limitation, an extraordinary cash dividend on such Stock), the Administrator shall make such adjustments the Administrator deems appropriate in the number of PSUs then outstanding and the number and kind of securities that may be issued in respect of the PSUs. Participant acknowledges that the PSUs are subject to amendment, modification and termination in certain events as provided in this Agreement and under the Plan, including without limitation, under Section 12.2 of the Plan.

3.5    Notices. Any notice to be given under the terms of this Agreement to the Company shall be addressed to the Company in care of the Secretary of the Company at the Company’s principal office, and any notice to be given to Participant shall be addressed to Participant at Participant’s last address reflected on the Company’s records. By a notice given pursuant to this Section 3.5, either party may hereafter designate a different address for notices to be given to that party. Any notice shall be deemed duly given when sent via email or when sent by certified mail (return receipt requested) and deposited (with postage prepaid) in a post office or branch post office regularly maintained by the United States Postal Service.

3.6    Titles. Titles are provided herein for convenience only and are not to serve as a basis for interpretation or construction of this Agreement.

3.7    Governing Law. The laws of the State of California shall govern the interpretation, validity, administration, enforcement and performance of the terms of this Agreement regardless of the law that might be applied under principles of conflicts of laws.

3.8 Conformity to Securities Laws. Participant acknowledges that the Plan and this Agreement are intended to conform to the extent necessary with all provisions of the Securities Act and the Exchange Act and any and all regulations and rules promulgated by the Securities and Exchange Commission thereunder, and state securities laws and regulations. Notwithstanding anything herein to the contrary, the Plan shall be administered, and the PSUs are granted, only in such a manner as to conform to such laws, rules and regulations. To the extent permitted by applicable law, the Plan and this Agreement shall be deemed amended to the extent necessary to conform to such laws, rules and regulations.

3.9    Amendments, Suspension and Termination. To the extent permitted by the Plan, this Agreement may be wholly or partially amended or otherwise modified, suspended or terminated at any time or from time to time by the Administrator; provided that, except as may otherwise be provided by the Plan, no amendment, modification, suspension or termination of this Agreement shall adversely affect the PSUs in any material way without the prior written consent of Participant.

3.10    Successors and Assigns. The Company may assign any of its rights under this Agreement to single or multiple assignees, and this Agreement shall inure to the benefit of the successors and assigns of the Company. Subject to the restrictions on transfer herein set forth in Section 3.2 hereof, this Agreement shall be binding upon Participant and his or her heirs, executors, administrators, successors and assigns.

3.11    Limitations Applicable to Section 16 Persons. Notwithstanding any other provision of the Plan or this Agreement, if Participant is subject to Section 16 of the Exchange Act, the Plan, the PSUs and this Agreement shall be subject to any additional limitations set forth in any applicable exemptive rule under Section 16 of the Exchange Act (including any amendment to Rule 16b-3 of the Exchange Act) that are requirements for the application of such exemptive rule. To the extent permitted by applicable law, this Agreement shall be deemed amended to the extent necessary to conform to such applicable exemptive rule.

3.12    Entire Agreement. The Plan, the Grant Notice and this Agreement constitute the entire agreement of the parties and supersede in their entirety all prior undertakings and agreements of the Company and Participant with respect to the subject matter hereof.

3.13    Section 409A. The PSUs are not intended to constitute “nonqualified deferred compensation” within the meaning of Section 409A of the Code (together with any Department of Treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the date hereof, “Section 409A”). However, notwithstanding any other provision of the Plan, the Grant Notice or this Agreement, if at any time the Administrator determines that the PSUs (or any portion thereof) may be subject to Section 409A, the Administrator shall have the right in its sole discretion (without any obligation to do so or to indemnify Participant or any other person for failure to do so) to adopt such amendments to the Plan, the Grant Notice or this Agreement, or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, as the Administrator determines are necessary or appropriate either for the PSUs to be exempt from the application of Section 409A or to comply with the requirements of Section 409A.

3.14    Limitation on Participant’s Rights. Participation in the Plan confers no rights or interests other than as herein provided. This Agreement creates only a contractual obligation on the part of the Company as to amounts payable and shall not be construed as creating a trust. Neither the Plan nor any underlying program, in and of itself, has any assets. Participant shall have only the rights of a general unsecured creditor of the Company with respect to amounts credited and benefits payable, if any, with respect to the PSUs, and rights no greater than the right to receive the Shares as a general unsecured creditor with respect to PSUs, as and when payable hereunder.

EXHIBIT B
TO EXECUTIVE PERFORMANCE-BASED RESTRICTED STOCK UNIT AWARD NOTICE

CONSENT OF SPOUSE

I, ____________________, spouse of ____________________, have read and approve the foregoing ASGN Incorporated Executive Performance-Based Restricted Stock Unit Award Notice, and the ASGN Incorporated Executive Performance-Based Restricted Stock Unit Award Agreement (together, the “Agreement”). In consideration of issuing to my spouse the shares of the common stock of ASGN Incorporated set forth in the Agreement, I hereby appoint my spouse as my attorney-in-fact in respect to the exercise of any rights under the Agreement and agree to be bound by the provisions of the Agreement insofar as I may have any rights in said Agreement or any shares of the common stock of ASGN Incorporated issued pursuant thereto under the community property laws or similar laws relating to marital property in effect in the state of our residence as of the date of the signing of the foregoing Agreement.

    

This Amendment (“Amendment”) to the Second Amended and Restated ASGN Incorporated 2012 Employment Inducement Incentive Award Plan (the “Plan”) is adopted by the Board of Directors (the “Board”) of ASGN Incorporated, a Delaware corporation (the “Company”), effective as of the 25th day of February, 2025 (the “Effective Date”). Capitalized terms used in this Amendment and not otherwise defined shall have the same meanings assigned to them in the Plan.

A. The Company currently maintains the Plan.

B. Pursuant to Section 12.1 of the Plan, the Board has the authority to amend the Plan.

C. The Board believes it to be in the best interest of the Company to amend the Plan to increase the Share Limit.

1. The first sentence of Section 3.1(a) of the Plan is hereby amended and restated in its entirety to read as follows:

“Subject to Section 3.1(b) and Section 12.2 hereof, the aggregate number of Shares which may be issued or transferred pursuant to Awards under the Plan shall be 1,685,861 (the “Share Limit”).”

This Amendment shall be and hereby is incorporated in and forms a part of the Plan, effective as of the Effective Date. Except as expressly provided herein, all terms and conditions of the Plan shall remain in full force and effect.

IN WITNESS WHEREOF, the Board has caused this Amendment to be executed by a duly authorized officer of the Company as of the 25th day of February, 2025.

ASGN Incorporated

By: /s/Theodore S. Hanson

Theodore S. Hanson

Chief Executive Officer

 

 

I, Theodore S. Hanson, certify that: