At Rimland Services, Direct Service Professionals (DSPs) are not just the people who work directly with our clients. They are Rimland’s backbone, bearing the largest portion of the day to day care of our residents. Although this work has its intrinsic value, it can be challenging. Staff can be difficult to retain and over time, can become burnt out. In a direct effort to improve morale, increase productivity and compliance and help retain staff, a Merit-Pay Based system was researched and implemented in 2010. This presentation will provide learners with a list of key decision points when considering Merit-Based Pay, offer tools for program assessment and outline, as an example, the system Rimland has effectively implemented for over 7 years.