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


                  of Certain Officers; Compensatory Arrangements of Certain

Officers.




On September 21, 2021, TrueBlue, Inc. (the "Company") announced Taryn Owen will
be named Executive Vice President of the Company and President for PeopleReady
and PeopleScout, effective October 4, 2021. Ms. Owen, age 42, most recently
served as Executive Vice President of the Company and President of PeopleReady
since December 2019. Prior to this role, Ms. Owen served as Executive Vice
President of the Company and President of PeopleScout since November 2014. Owen
has assumed leadership of PeopleScout from outgoing President Brannon Lacey. Mr.
Lacey has stepped down to become the CEO of a private equity-backed technology
company.
In connection with Ms. Owen's appointment as Executive Vice President and
President for PeopleReady and PeopleScout, the Company and Ms. Owen amended
certain terms of her employment agreement (the "Employment Agreement"). Under
the terms of this Employment Agreement, she will earn an annual base salary of
$660,000, and will be eligible to receive additional annual compensation
consisting of (a) a cash bonus of up to 100% of her base salary, (b) restricted
stock units with a grant date value of up to 87.5% of her base salary, and (c)
performance share units with a grant date value of up to 87.5% of her base
salary. Ms. Owen's potential cash bonus and performance stock unit compensation
will be subject to achievement of certain performance objectives.
The Employment Agreement does not provide for any specific or minimum term or
duration, and Ms. Owen's employment is terminable at will. If the Company
terminates Ms. Owen's employment without Cause, or Ms. Owen's voluntarily
terminates her employment for Good Reason (each as defined in the Employment
Agreement), she will be entitled to receive 100% of her base salary during a one
year severance period. In addition, she will be paid a bonus for the year of
termination, prorated for the portion of the year worked and subject to actual
performance results, and unvested restricted equity awards outstanding at the
time of such termination will vest as if Ms. Owen had worked during the one year
severance period. Ms. Owen and the Company also amended certain terms of her
non-compete agreement ("Non-Compete Agreement").
The foregoing descriptions of the Employment Agreement and Non-Compete Agreement
are qualified in their entirety by reference to the full text of the Employment
Agreement and Non-Compete Agreement, which are filed as Exhibits in section 9.01
to this Current Report on Form 8-K and is incorporated by reference herein.
Ms. Owen and the Company are also parties to an Executive Indemnification
Agreement and Change-in-Control Agreement, the forms of which have previously
been filed by the Company and are referred to in Item 9.01 of this Form 8-K as
Exhibit 10.2 and Exhibit 10.3, to this Current Report on Form 8-K and
incorporated by reference herein.
In addition, the Company's Compensation Committee approved a modification to the
annual compensation of Mr. Beharelle, President and CEO of the Company to be
effective Monday, December 27, 2021, which is the beginning of the Company's
2022 fiscal year. Mr Beharelle will earn an annual base salary of $1,000,000,
and will be eligible to receive additional annual compensation consisting of (a)
a cash bonus of up to 150% of his base salary, (b) restricted stock units with a
grant date value of up to 175% of his base salary, and (c) performance share
units with a grant date value of up to 175% of his base salary. Mr. Beharelle's
potential cash bonus and performance stock unit compensation will be subject to
achievement of certain performance objectives.

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Item 9.01.     Financial Statements and Exhibits.


(d)Exhibits

                                                                                                      Incorporated by Reference
   Exhibit
   Number                     Exhibit Description                    Filed Herewith         Form          File No.      Date of First Filing
    10.1        Employment Agreement, dated September 15, 2021, by          X
              and between TrueBlue, Inc. and Taryn Owen

    10.2        Non-Competition Agreement, dated September 15,              X
              2021, by and between TrueBlue, Inc. and Taryn Owen

    10.3        Form Executive Indemnification Agreement, by and                            10-K          001-14543           2/24/2020
              between TrueBlue, Inc. and Taryn Owen

    10.4        Form Executive Change-in-Control Agreement, by and                          10-Q          001-14543           5/04/2007
              between TrueBlue, Inc. and Taryn Owen

     104      Cover page interactive data file - The cover page             X
              from this Current Report on Form 8-K is formatted as
              Inline XBRL

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