8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

August 31, 2012 

Date of Report (Date of earliest event reported):

On Assignment, Inc.

(Exact name of registrant as specified in its charter)

Delaware	000-20540	95-4023433
(State or other jurisdiction  of incorporation)	(Commission  File Number)	(IRS Employer  Identification No.)

26745 Malibu Hills Road, Calabasas, California	91301
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code:  (818) 878-7900

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o        Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o        Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o        Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o        Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On August 20, 2012, On Assignment, Inc. (the “Company”) provided written notice to The NASDAQ Global Select Market (“NASDAQ”) that the Company intends to voluntarily withdraw its Common Stock, par value $0.01 per share, from listing and trading on NASDAQ, effective on or about August 30, 2012, and transfer the Company’s listing to the New York Stock Exchange (the “NYSE”) to commence trading on or about August 31, 2012. The Company’s Common Stock has been approved for listing on NYSE, and will continue to trade under the stock symbol “ASGN” on NYSE.

A copy of the related press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

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

On September 1, 2012, the Board of Directors of the Company appointed Edward Pierce, 55, as Executive Vice President and Chief Financial Officer of the Company, effective September 1, 2012. In connection with Mr. Pierce’s appointment, Mr. Pierce resigned from the Board of Directors and James Brill was appointed to the position of Senior Vice President, Chief Administrative Officer and Treasurer of the Company. Mr. Brill previously served as the Company’s Senior Vice President and Chief Financial Officer. Mr. Pierce has entered into an Employment Agreement with the Company and an Executive Change of Control Agreement with the Company, each of which are effective as of September 1, 2012 and are described in further detail below.

Prior to his appointment, Mr. Pierce served as an independent director and chairman of the Audit Committee of the Company’s Board of Directors since December 2007. From April 2011 through August 2012, Mr. Pierce was an executive in-residence at Flexpoint Ford, LLC, a Chicago-based private equity firm.  From August 2006 through March 2011, Mr. Pierce was employed by First Acceptance Corporation, a publicly traded retailer, servicer and underwriter of non-standard private-passenger automobile insurance, serving as president from February 2008 through March 2011 and as executive vice president and chief financial officer from August 2006 to February 2008. Mr. Pierce has held executive financial and accounting management positions since 1989, having served as the chief financial officer of three publicly held companies, including Metamor Worldwide, a global staffing and solutions business, from November 1994 through January 2001 and BindView Development Corporation, a network security software company, from May 2001 to February 2006. Mr. Pierce began his career in public accounting at Arthur Andersen & Co. in Houston.

On September 1, 2012, the Board of Directors of the Company also elected Marty R. Kittrell as a member of the Board of Directors and Chairman of the Audit Committee. As a member of the Board of Directors, Mr. Kittrell will be entitled to receive the $40,000 annual cash retainer paid to each non-employee director, as well as a $15,000 annual cash retainer for services rendered as Chairman of the Audit Committee. In addition, on September 1, 2012 Mr. Kittrell was granted 6,056 restricted stock units, which vested and will continue to vest as to 50% of the restricted stock unit award on September 1, 2012 and as to the remaining 50% of the restricted stock unit award on

September 1, 2013, subject to Mr. Kittrell’s continued service on the Board of Directors. In addition, Mr. Kittrell entered into an Indemnification Agreement with the Company, effective September 1, 2012.

Employment Agreement

Pursuant to the terms of the Employment Agreement, Mr. Pierce serves as the Executive Vice President and Chief Financial Officer of the Company. The initial term of the Employment Agreement will end on December 31, 2012, subject to automatic one-year term extensions, unless Mr. Pierce or the Company provides 60-days’ notice of nonrenewal prior to the expiration of the term or any renewal period, or Mr. Pierce’s employment is otherwise terminated earlier in accordance with the terms of the Employment Agreement.

Under the Employment Agreement, Mr. Pierce is entitled to receive an annual base salary of $450,000, subject to annual review and increase in the sole discretion of the Compensation Committee of the Company’s Board of Directors.  In addition, Mr. Pierce is eligible to earn an annual cash bonus, subject to Mr. Pierce’s continued employment through the payment date of any such bonus (and payable no later than March 15 of the year following the year in which the annual bonus is earned).  For calendar year 2012, Mr. Pierce will be eligible to earn an annual cash bonus up to $150,000, determined by reference to the Company’s attainment of specified performance targets.  For calendar years subsequent to 2012, Mr. Pierce’s target bonus will be equal to 100% of his annual base salary, but the actual amount of any annual bonus will be determined by reference to the attainment of performance criteria. 

              Mr. Pierce will be eligible during the term of the Employment Agreement to participate in welfare, incentive, savings and retirement programs that are made available generally to senior executives of the Company.  In addition, the Employment Agreement provides that, during the term, Mr. Pierce is entitled to receive an automobile allowance of $450 per month, reimbursement of up to $1,500 per calendar year for an annual physical examination and reimbursement of up to $2,500 per calendar year for tax preparation and financial planning services. The Employment Agreement also provides that Mr. Pierce is entitled to be reimbursed up to $140,000 for reasonable expenses incurred by Mr. Pierce with respect to his relocation to the Los Angeles, California greater metropolitan area.

              In connection with entering into the Employment Agreement, on September 1, 2012 Mr. Pierce was granted a nonqualified stock option to purchase 75,000 shares of the Company’s common stock (the “Option”) at an exercise price per share equal to 100% of the fair market value of a share of the Company’s common stock on the grant date.  The Option will vest as to 18,750 shares on September 1, 2013 and as to 1,563 shares on each monthly anniversary thereafter, subject to Mr. Pierce’s continued employment through the applicable vesting date.  In addition, on September 1, 2012 the Company granted Mr. Pierce 8,883 restricted stock units (the “September RSU Award”).  The September RSU Award will vest with respect to 25% of the September RSU Award on September 1, 2013 and with respect to the remaining 75% of the September RSU Award in substantially equal installments on each quarterly anniversary thereafter over the following two years, subject to Mr. Pierce’s continued employment through the applicable vesting date.  The Employment Agreement also provides that Mr. Pierce will be eligible to receive a restricted stock

unit award (the “2013 RSU Award”) covering a number of shares of Common Stock having a grant date fair value equal to $440,000. The 2013 RSU Award will be granted on the Company’s first trading day of calendar year 2013, subject to Mr. Pierce’s employment though such date. Each of the Option, the September RSU Award and the 2013 RSU Award are intended to be “employment inducement” awards granted to Mr. Pierce as a material inducement to his entering into employment with the Company pursuant to the Company’s 2012 Employment Inducement Incentive Award Plan, without shareholder approval, pursuant to the New York Stock Exchange Rule 303A.08.

              In the event that the Company terminates Mr. Pierce’s employment without “cause” (as defined in the Employment Agreement), including upon a non-renewal of the employment term, Mr. Pierce will be entitled receive, in addition to any accrued amounts, (i) twelve months’ continuation payments of Mr. Pierce’s annual base salary then in effect over the 12-month period following the termination date, (ii) a lump-sum payment in an amount equal to any earned but unpaid prior-year bonus, and (iii) reimbursement or payment of reasonable relocation expenses, in an aggregate amount of up to $80,000, incurred by Mr. Pierce by the end of the second year following the year in which the termination date occurs. If Mr. Pierce’s employment is terminated by reason of his death or disability, he will be entitled to receive twelve months’ continuation payments of his annual base salary then in effect over the 12-month period following the termination date.

Mr. Pierce’s right to receive these severance payments is subject to his delivery of an effective general release of claims in favor of the Company and Mr. Pierce’s continued compliance with an applicable confidentiality agreement.  If Mr. Pierce becomes entitled to any payments under the Executive Change of Control Agreement, the payments under the Executive Change of Control Agreement will supersede and replace all severance payments provided for under the Employment Agreement.

Change of Control Agreement

On September 1, 2012, the Company entered into an Executive Change of Control Agreement with Mr. Pierce.  The Executive Change of Control Agreement provides Mr. Pierce with severance payments and certain benefits in the event an “involuntary termination” in connection with a “change of control” (each, as defined in the Executive Change of Control Agreement).

Pursuant to the Executive Change of Control Agreement, immediately prior to a “change of control,” all stock options, restricted stock awards and restricted stock units then held by Mr. Pierce will become fully vested and exercisable.

            The Executive Change of Control Agreement provides that, in the event Mr. Pierce experiences an “involuntary termination” within six months and ten business days following a change of control, he will be entitled to receive, in addition to any accrued but unpaid amounts (including any earned but unpaid annual bonus for the year prior to the year in which the termination occurs) and subject to delivery of an effective release of claims in favor of the Company, (a) a pro-rata bonus for the year in which the termination occurs, (b) an amount equal to 2.5 multiplied by the sum of Mr. Pierce’s base salary and target bonus, (c) continuation of Mr. Pierce’s car allowance for 18 months following the termination date, (d) company-paid healthcare continuation coverage for up to 18 months following the termination date, (e) a lump-sum cash

payment equal to the premiums the Company would have paid for basic life insurance and disability insurance, had Mr. Pierce remained employed for 18 months following the termination date, (f) reimbursement of up to $15,000 for outplacement services. In addition, any outstanding stock options held by Mr. Pierce as of the termination date will remain outstanding as though he had remained employed by the Company until the eighteen-month anniversary of the termination date (but in no event will any option be exercisable beyond its maximum term).

                As a result of entering into the Executive Change of Control Agreement, Mr. Pierce will not be eligible to participate in the Company’s Change in Control Severance Plan. 

Item 9.01.    Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.Description

10.1 Employment Agreement, by and between On Assignment, Inc. and Edward Pierce, effective September 1, 2012.

10.2 Change of Control Agreement, by and between On Assignment, Inc. and Edward Pierce, effective September 1, 2012.

10.3 Employment Agreement, by and between On Assignment, Inc. and James Brill, effective September 1, 2012.

99.1        On Assignment, Inc. Press Release dated August 20, 2012.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

On Assignment, Inc.

Date: September 7, 2012                  /s/ Peter T. Dameris            

Peter T. Dameris

Chief Executive Officer and President

EX-10.1

EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (this “Agreement”) is entered into as of September 1, 2012 (the “Effective Date”), by and between On Assignment, Inc. (the “Company”) and Edward L. Pierce (“Executive”).

RECITALS

WHEREAS, Executive currently serves as a member of the Board of Directors of the Company (the “Board”);

WHEREAS, the Company and Executive desire to continue Executive’s service relationship with the Company in a capacity other than as a member of the Board;

WHEREAS, the Company desire to employ Executive and to enter into an agreement embodying the terms of such employment; and

WHEREAS, Executive desires to resign as a member of the Board and accept such employment with the Company, subject to the terms and conditions of this Agreement.

AGREEMENT

NOW, THEREFORE, IT IS HEREBY AGREED AS FOLLOWS:

1.Employment Term; Resignation.  Subject to the provisions for earlier termination hereinafter provided, Executive’s employment shall continue for a term commencing on the Effective Date and ending on December 31, 2012 (the “Initial Termination Date”); provided, that this Agreement shall be automatically extended for one additional year on the Initial Termination Date and on each subsequent anniversary of the Initial Termination Date unless either Executive or the Company elects not to so extend such term by notifying the other party, in accordance with Section 7 below, of such election not less than sixty days prior to the Initial Termination Date, or any anniversary thereof, as applicable (in any case, the “Employment Period”). Effective as of the Effective Date, Executive hereby resigns from his position on the Board (including Chairman of the Audit Committee) and as a member of the board of directors of any of the Company’s affiliates.

2.Position and Duties.

     (a)           Position.  During the Employment Period, Executive shall serve as Executive Vice President and Chief Financial Officer of the Company and shall perform such employment duties as are usual and customary for such position, including without limitation, oversight and management of the Company’s Finance and Accounting, Treasury, Risk Management and, along with the President and Chief Executive Officer (“CEO”), the Investor Relations departments.  Executive shall report to the CEO of the Company.  The Company shall retain full direction and control of the means and methods by which

Executive performs the above services.  At the Company’s request, Executive shall serve the Company and/or its subsidiaries and affiliates in such other offices and capacities in addition to the foregoing as the Company shall designate, consistent with Executive’s position, without additional compensation beyond that specified in this Agreement.

(b)           Place of Employment.  During the Employment Period, Executive shall perform the services required by this Agreement at the Company’s principal offices in Calabasas, California, unless otherwise mutually agreed upon by the parties.  Notwithstanding the foregoing, Executive may from time to time be required to travel temporarily to other locations on the Company’s business.

(d)           Exclusivity.  During the Employment Period, except for such other activities as the Compensation Committee of the Board of Directors (the “Committee”) shall approve in writing in its sole discretion and as otherwise provided in this Section 2(d), Executive shall devote his entire business time, attention and energies to the business and affairs of the Company, to the performance of Executive’s duties under this Agreement and to the promotion of the Company’s interests, and shall not (i) accept any other employment, directorship or consultancy, or (ii) engage, directly or indirectly, in any other business activity (whether or not pursued for pecuniary advantage) that is or may be competitive with, or that might place Executive in a competing position to, that of the Company.  Notwithstanding the foregoing, provided that such activities do not interfere with the fulfillment of Executive’s obligations hereunder, Executive may (A) serve as an officer, director or trustee of any charitable or non-profit entity; (B) own a passive investment in any private company and own up to 5% of the outstanding voting securities of any public company; or (C) with the prior approval of the CEO, serve as a director of up to two other companies so long as such companies do not compete with the Company and Executive notifies the CEO in advance of accepting any such position.

3.Compensation.

(a)           Base Salary.  During the Employment Period, the Company shall pay Executive a base salary (the “Base Salary”) set at $450,000 per year subject thereafter to annual review and increase (but not decrease) in the sole discretion of the Committee.  The Base Salary shall be payable in accordance with the Company’s normal payroll procedures applicable to senior executives of the Company, as in effect from time to time.

(b)           Annual Bonus.  In addition to the Base Salary, Executive shall be eligible to earn an annual cash bonus in respect of each calendar year during the Employment Period beginning in calendar year 2012, as described below (each, an “Annual Bonus”), subject in each case to Executive’s continued employment through the date on which annual bonuses are paid generally to the Company’s senior executives.  In respect of calendar year 2012, Executive shall be eligible to earn an Annual Bonus up to $150,000 (the “2012 Annual Bonus Target”), based on the Company’s achievement of performance targets established by the Committee prior to the Effective Date, but the actual amount of the 2012 Annual Bonus shall be determined on the basis of the Company’s achievement of the performance targets. In respect of

calendar years during the Employment Period beginning after 2012, Executive will be eligible to receive an Annual Bonus in an amount up to 100% of Executive’s Base Salary, but the actual Annual Bonus shall be determined by reference to the achievement (“Tier 1”) and overachievement (“Tier 2”) of budgetary and other objective performance criteria, which criteria shall be determined by the Committee in its sole discretion within sixty days after the start of the applicable calendar year. Each Annual Bonus shall be paid to Executive, to the extent that any such Annual Bonus becomes payable, within thirty days after the date on which the Committee conclusively determines the extent to which the applicable performance criteria have (or have not) been met, but in no event later than March 15 of the year following the calendar year in which the Annual Bonus is earned.  

      (c)           Stock Option.  Subject to approval by the Committee, as soon as practicable following the Effective Date, the Company shall grant to Executive a nonqualified option to purchase 75,000 shares of Company common stock (the “Option”).  The Option shall be granted to Executive at an exercise price per share equal to 100% of the fair market value of a share of Company common stock on the date of grant. Subject to Executive’s continued employment with the Company through each applicable vesting date, the Option shall vest and become exercisable with respect to 18,750 of the shares subject thereto on the first anniversary of the date of grant of the Option (the “Option Grant Date”) and with respect to 1,563 of the shares subject thereto on each monthly anniversary of the Option Grant Date thereafter, such that the Option shall be vested and exercisable with respect to all shares subject thereto (subject to Executive’s continued employment) on the fourth anniversary of the Option Grant Date.  Consistent with the foregoing, the terms and conditions of the Option, including the applicable vesting conditions, shall be set forth in an option grant agreement to be entered into by the Company and Executive in a form prescribed by the Company which shall evidence the grant of the Option (the “Option Agreement”).  The Option shall, subject to the provisions of this Section 3(c), be governed in all respects by the terms of the applicable Option Agreement.

(d)           Restricted Stock Units.  

(i) Subject to approval by the Committee, as soon as practicable following the Effective Date, the Company shall grant to Executive restricted stock units (“RSUs”) with respect to a number of shares of common stock having a grant date value equal to $146,666.   Consistent with the foregoing, the terms and conditions of the RSUs, including the applicable vesting and share delivery conditions, shall be set forth in a RSU grant agreement to be entered into by the Company and Executive which shall evidence the grant of the RSUs and, except as otherwise expressly provided herein, shall be consistent with the terms and conditions contained in RSU grant agreements provided to other key executives of the Company (the “RSU Agreement”). The RSUs shall, subject to the provisions of this Section 3(d), be governed in all respects by the terms of the applicable RSU Agreement.

(ii) Subject to approval by the Committee, on the first trading day of 2013, the Company shall grant to Executive restricted stock units (“RSUs”) with respect to a number of shares of common stock having a grant date value equal to $440,000.   Consistent with the foregoing, the terms and conditions

of the RSUs, including the applicable vesting and share delivery conditions, shall be set forth in a RSU grant agreement to be entered into by the Company and Executive which shall evidence the grant of the RSUs and, except as otherwise expressly provided herein, shall be consistent with the terms and conditions contained in RSU grant agreements provided to other key executives of the Company (the “RSU Agreement”). The RSUs shall, subject to the provisions of this Section 3(d), be governed in all respects by the terms of the applicable RSU Agreement.

     (e)           Benefit Plans.  During the Employment Period, Executive and Executive’s legal dependants shall be eligible to participate in the welfare benefit plans, policies and programs (including, if applicable, medical, dental, disability, life and accidental death insurance plans and programs) maintained by the Company for its senior executives.  In addition, Executive shall be eligible to participate in such incentive, savings and retirement plans, policies and programs as are made available to senior executives of the Company, provided, that the Company shall have no obligation, in any case, to adopt, maintain or continue any such plans, policies or programs.

(f)           Additional Perquisites.  In addition to the compensation and benefits described above in this Section 3, during the Employment Period, the Company shall (i) pay to Executive an automobile allowance of $450 per month and, (ii) pay or reimburse Executive for actual, properly substantiated expenses incurred by Executive in connection with (A) an annual physical examination, not to exceed $1,500 per calendar year; and (B) tax preparation and financial planning services, not to exceed $2,500 per calendar year.

    (g)       Vacation.  Executive shall be entitled to vacation according to the vacation policy in place for other senior executives of the Company.

(h)        Expenses.  During the Employment Period, Executive shall be entitled to receive prompt reimbursement of all reasonable business expenses incurred by Executive in accordance with the Company expense reimbursement policy applicable to senior executives of the Company, as in effect from time to time, provided that Executive properly substantiates such expenses in accordance with such policy.

(i) Moving and Relocation Expenses. Executive is entitled to payment or reimbursement for all reasonable expenses associated with Executive’s relocation to the Los Angeles, California greater metropolitan area (including up to a maximum of $4,000 in legal fees incurred in connection with the negotiation, preparation and execution of this Agreement and, without limitation, travel expenses), in a total amount not to exceed $140,000, to the extent that such expenses are incurred by Executive no later than November 30, 2013. Subject to Section 9(c) below, such legal and relocation expenses will be paid or reimbursed to Executive, in all cases, during calendar year 2013, following proper substantiation of such amounts in accordance with the Company expense reimbursement policy applicable to senior executives of the Company, as in effect from time to time.

4.           Termination of Employment.

Either the Company or Executive may terminate Executive’s employment at any time for any reason or no reason.  The following provisions shall control any such termination of Executive’s employment, subject to Section 8 below:

     (a)           Termination Without Cause.  The Company may terminate Executive’s employment without Cause (as defined below) at any time during the Employment Period upon written notice to Executive provided in accordance with Section 7 below. The delivery by the Company of notice to Executive that it does not intend to renew this Agreement shall constitute a termination by the Company without Cause if, at the time of such notice, Executive is willing and able to renew the Agreement and continue provision of service on terms and conditions substantially similar to those contained in this Agreement.  If Executive’s experiences a Separation from Service during the Employment Period as provided in this Section 4(a), the Company shall promptly, or in the case of obligations described in clause (iii) below, as such obligations become due to Executive, pay or provide to Executive, (i) Executive’s earned but unpaid Base Salary accrued through such Date of Termination (as defined below), (ii) reimbursement of any business expenses incurred by Executive prior to the Date of Termination that are reimbursable under Sections 3(f), 3(h) or 3(i) above, and (iii) any vested benefits and other amounts due to Executive under any plan, program or policy of the Company (together, the “Accrued Obligations”).  In addition, subject to Section 4(h) below, Executive’s timely execution and non-revocation of a binding Release (as defined below) in accordance with Section 4(f) below and Executive’s continued compliance with the Confidentiality Agreement (as defined below), and except as otherwise may be provided in the COC Agreement (as defined below), Executive shall be entitled to receive (x) 100% of Executive’s Base Salary (the “Cash Severance”) at the rate in effect as of the Date of Termination, payable in substantially equal installments (the “Installments”) during the period commencing on the Date of Termination and ending on the twelve-month anniversary of the Date of Termination, in accordance with the Company’s normal payroll procedures applicable to senior executives of the Company, as in effect from time to time (but no less often than monthly), provided, however, that no Installment payments shall be made prior to the Company’s first payroll date occurring on or after the 30th day following the Date of Termination (such payroll date, the “First Payroll Date”) and any amounts that would otherwise have been payable prior to the First Payroll Date shall instead be paid on the First Payroll Date without interest thereon, (y) any unpaid Annual Bonus to which Executive would have become entitled for any calendar year of the Company ending prior to the Date of Termination had Executive remained employed through the payment date, payable on the First Payroll Date, and (z) reimbursement or payment of reasonable relocation expenses, in an aggregate amount up to $80,000, that Executive incurs (in connection with Executive’s termination of employment under this Section 4(a)) by the end of the second year following the year in which the Date of Termination occurs ((x), (y) and (z), collectively, the “Severance”), which shall be paid or reimbursed to Executive reasonably promptly, but in no event later than December 31^st of the year following the year in which the expense was incurred, provided that Executive properly substantiates such expenses in accordance with the Company’s expense reimbursement policy applicable to senior executives of the Company.

(b)           Death; Disability.  If Executive dies during the Employment Period or Executive’s

employment is terminated by the Company or Executive due to Executive’s total and permanent disability (that constitutes a “disability” within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”)), Executive or Executive’s estate, as applicable, shall be entitled to receive the Accrued Obligations promptly or, in the case of benefits described in Section 4(a)(iii), as such obligations become due to Executive.  In addition, subject to Section 4(h) below, Executive’s (or Executive’s estate’s) execution and non-revocation of a binding Release in accordance with Section 4(g) below and Executive’s continued compliance with the Confidentiality Agreement (upon a disability termination), Executive (or Executive’s estate) shall be entitled to receive the Cash Severance, payable in accordance with Section 4(a) above.

(c)           Cause.  If Executive’s employment becomes terminable by the Company for Cause (as defined below) under Section 4(g)(i), (ii) or (v) below, then the Company shall provide Executive with written notice setting forth in reasonable detail the nature of such Cause and Executive shall have a period of fifteen days to cure such Cause. If Executive has not cured such Cause within fifteen days of the Company’s provision of such notice, then the Company may terminate Executive’s employment immediately and Executive shall be entitled to receive the Accrued Obligations promptly or, in the case of benefits described in Section 4(a)(iii), as such obligations become due to Executive. If Executive’s employment becomes terminable by the Company for Cause under Section 4(g)(iii) or (iv) below, the Company may terminate Executive’s employment immediately and Executive shall be entitled to receive the Accrued Obligations promptly or, in the case of benefits described in Section 4(a)(iii), as such obligations become due to Executive.

(d)           Resignation.  Executive may terminate Executive’s employment upon sixty days’ notice to the Company provided in accordance with Section 7 below, subject to the Company’s right to waive any or all of such notice period.  If Executive so terminates Executive’s employment, Executive shall be entitled to receive the Accrued Obligations promptly, or, in the case of benefits described in Section 4(a)(iii), as such obligations become due to Executive.  If the Company elects to waive the notice period provided for in this Section 4(d), Executive shall not be entitled to any compensation in respect of such waived period.

(e)           Other Terminations.  If Executive’s employment terminates for any reason other than those specified in Sections 4(a), (b), (c) or (d) above, the Company shall promptly, or in the case of items described in Section 4(a)(iii), as such obligations become due to Executive, pay or provide to Executive the Accrued Obligations.

(f)           Release; Exclusivity of Benefits.  Notwithstanding anything in this Agreement to the contrary, it shall be a condition to Executive’s (or Executive’s estate’s or beneficiaries’, if applicable) right to receive the Severance that Executive (or his estate or beneficiaries, if applicable) execute and deliver to the Company a general release of claims in a form prescribed by the Company (the “Release”) within twenty-one (or, to the extent required by law, forty-five) days following the Date of Termination and that Executive (or Executive’s estate or beneficiaries, if applicable) not revoke such Release during any applicable revocation period.  Except as expressly provided in this Section 4, upon the termination of

Executive’s employment, the Company shall have no obligations to Executive in connection with his employment with the Company or the termination thereof.

(g)           Definitions.

“Cause” shall mean (i) a material breach of this Agreement by Executive, (ii) the willful or repeated failure or refusal by Executive substantially to perform Executive’s duties hereunder; (iii) the indictment of Executive for any felony or other crime involving moral turpitude, (iv) fraud, embezzlement or misappropriation by Executive relating to the Company or its funds, properties, corporate opportunities or other assets to the extent that the Company reasonably determines such act to be materially injurious to the Company, or (v) Executive repeatedly acting in a manner or repeatedly making any statements, in either case, which the Company reasonably determines to be detrimental or damaging to the reputation, operations, prospects or business relations of the Company.

“Date of Termination” shall mean the date on which Executive experiences a “separation from service” within the meaning of Section 409A(a)(2)(A)(i) of the Code, and Treasury Regulation Section 1.409A-1(h) (a “Separation from Service”).

 (h)           Potential Six-Month Delay.  Notwithstanding anything to the contrary in this Agreement, no compensation or benefits, including without limitation any Severance payments, shall be paid to Executive during the six-month period following Executive’s Separation from Service if the Company determines that Executive is a “specified employee” at the time of such Separation from Service (within the meaning of Section 409A) (determined in accordance with any applicable Company “specified employee” identification procedures), and 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 business day following the end of such six-month period, (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 Executive’s death), the Company shall pay Executive a lump-sum amount equal to the cumulative amount that would have otherwise been payable to Executive during such six-month period, without interest thereon.

5.Confidential Information and Employee Developments.  Concurrently herewith, Executive agrees to execute and comply with the terms of the Confidential Information and Employee Development Agreement attached hereto as Exhibit A (the “Confidentiality Agreement”).  The compensation and benefits provided under this Agreement, together with any Severance obligations arising hereunder and other good and valuable consideration are hereby acknowledged by the parties hereto to constitute adequate consideration for Executive’s entering into the Confidentiality Agreement.

6.Representations.

     (a)           No Violation of Other Agreements. Executive hereby represents and warrants to the Company that (i) he is entering into this Agreement voluntarily and that the performance of his obligations

hereunder will not violate any agreement between him and any other person, firm, organization or other entity, and (ii) he 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 his entering into this Agreement and/or providing services to the Company pursuant to the terms of this Agreement.

 (b)           No Disclosure of Confidential Information. Executive’s performance of his duties under this Agreement will not require him to, and he shall not, rely on in the performance of his duties or disclose to the Company or any other person or entity or induce the Company in any way to use or rely on any trade secret or other confidential or proprietary information or material belonging to any previous employer of Executive.

7.Notice.  Any notice or other communication required or permitted under this Agreement shall be effective only if it is in writing and delivered personally or sent by fax, email or registered or certified mail, postage prepaid, addressed as follows (or if it is sent through any other method agreed upon by the parties):

If to the Company:On Assignment, Inc.26745 Malibu Hills RoadCalabasas, CA 91301Tel: (818) 878-7900Attention: Chief Executive Officer

If to Executive: to the most current home address on file with the Company’s Human Resources department, or to such other address as any party hereto may designate by notice to the other in accordance with this Section 7, and shall be deemed to have been given upon receipt.

8.Change of Control Agreement.  Notwithstanding anything contained in this Agreement, the parties hereto acknowledge that Executive and the Company have entered into an Executive Change of Control Agreement of even date herewith (the “COC Agreement”) and, that, in the event that Executive becomes entitled to compensation or benefits under the COC Agreement (as determined solely under the terms of the COC Agreement), Section 4 of this Agreement shall be superseded by the COC Agreement and no further compensation or benefits in any form shall become payable under this Agreement.

9.           Section 409A.

     (a)           General.  To the extent applicable, this Agreement shall be interpreted in accordance with Section 409A of the Code and Department of Treasury regulations and other interpretive guidance issued thereunder. 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 of the Code and related Department of Treasury guidance, the Company shall work in good faith with 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 of the Code, including without limitation, actions intended to (i) exempt the compensation and benefits payable under this Agreement from Section 409A of the Code, and/or (ii) comply with the requirements of Section 409A of the Code and related Department of Treasury guidance; provided, however, that this Section 9(a) 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.

     (b)         Separate Payments. 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 of the Code, any separate payment or benefit under this Agreement or otherwise shall not be deemed “nonqualified deferred compensation” subject to Section 409A of the Code and Section 4(d) hereof 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 of the Code.

(c)    Certain Reimbursements.  To the extent that any payments or reimbursements provided to Executive hereunder are deemed to constitute compensation to Executive to which Treasury Regulation Section 1.409A-3(i)(1)(iv) would apply, such amounts shall be paid or reimbursed to Executive reasonably promptly, but in no event later than December 31^st 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 Executive’s right to such payments or reimbursement of any such expenses shall not be subject to liquidation or exchange for any other benefit.

(d)     Notwithstanding any other provision to the contrary, in no event shall any payment under this Agreement that constitutes “deferred compensation” for purposes of Section 409A of the Code and the Treasury Regulations promulgated thereunder be subject to offset by any other amount unless otherwise permitted by Section 409A of the Code.

(e)    For the avoidance of doubt, any amount payable under this Agreement within a period following Executive’s termination of employment or other event shall be made on a date during such period as determined by the Company in its sole discretion.

10.Miscellaneous.

     (a)           Governing Law.  The rights and duties of the parties will be governed by the local law of the State of California, excluding any choice-of-law rules that would require the application of the laws of any other jurisdiction.  The parties hereto consent to the jurisdiction of the state and federal courts located in the state of California to adjudicate any disputes between such parties.

     (b)           Captions.  The captions of this Agreement are not part of the provisions hereof, rather

they are included for convenience only and shall have no force or effect.

     (c)           Amendment.  The terms of this Agreement may not be amended or modified other than by a written instrument executed by the parties hereto or their respective successors.

     (d)           Withholding.  The Company may withhold from any amounts payable under this Agreement all federal, state, local and/or foreign taxes, as the Company determines to be legally required pursuant to any applicable laws or regulations.

     (e)           No Waiver.  Failure by either party hereto to insist upon strict compliance with any provision of this Agreement or to assert any right such party may have hereunder shall not be deemed to be a waiver of such provision or right or any other provision or right of this Agreement.

     (f)           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.

     (g)           Construction.  The parties hereto acknowledge and agree that each party has reviewed and negotiated the terms and provisions of this Agreement and has had the opportunity to contribute to its revision.  Accordingly, the rule of construction to the effect that ambiguities are resolved against the drafting party shall not be employed in the interpretation of this Agreement.  Rather, the terms of this Agreement shall be construed fairly as to both parties hereto and not in favor or against either party by the rule of construction abovementioned.

     (h)           Assignment.  This Agreement is binding on and for the benefit of the parties hereto and their respective successors, heirs, executors, administrators and other legal representatives.  Neither this Agreement nor any right or obligation hereunder may be assigned by Executive.

(i)           Entire Agreement.  As of the Effective Date, this Agreement, together with the Confidentiality Agreement, any applicable Stock Option Agreement and RSU Agreement and the COC Agreement, constitute the final, complete and exclusive agreement and understanding between Executive and the Company with respect to the subject matter hereof and replace and supersede any and all other agreements, offers or promises, whether oral or written, made to Executive by the Company or any representative thereof.

     (j)           Counterparts.  This Agreement may be executed in several counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument.

[Signature Page Follows]

IN WITNESS WHEREOF, Executive has hereunto set his hand and, pursuant to the authorization from the Committee, 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.

ON ASSIGNMENT, INC.
	/s/Peter T. Dameris
	Name: Peter Dameris
	Title: Chief Executive Officer

/s/Edward L. Pierce

Name: Edward L. Pierce

Title: Chief Financial Officer

Exhibit A

Confidential Information and Employee Development Agreement

EX-99.1

On Assignment, Inc. to Transfer Stock Exchange Listing to NYSE

August 20, 2012 - Calabasas, CA - On Assignment, Inc. (NASDAQ: ASGN), a leading global provider of diversified professional staffing solutions, announced today that it will transfer the listing of its common stock to the New York Stock Exchange (NYSE) from the NASDAQ Stock Market. The Company expects to begin trading on the NYSE on August 31, 2012, using its current symbol “ASGN” and will continue to trade on NASDAQ until the transfer takes place.

“On Assignment continues to expand its national and global presence in the technology, healthcare, and life sciences staffing markets through organic growth and acquisitions,” said Peter Dameris, President and CEO of On Assignment. “NASDAQ has been a valuable partner; however, we believe trading on NYSE Euronext, the world's largest stock exchange, will broaden our visibility and provide long-term value to our customers, employees, and shareholders.”

In May 2012, On Assignment acquired Apex Systems, making On Assignment the second largest IT staffing company in the United States and one of the largest publicly traded professional staffing companies in the world. The Company also celebrates its twentieth year as a publicly traded company in September.

“This year has included many milestones for On Assignment,” said Dameris. “Our continued growth strengthens our position in the financial marketplace and we are pleased to partner with NYSE Euronext as we move forward as one of the leading professional staffing firms.”

To celebrate the occasion, representatives from On Assignment will ring the NYSE Opening Bell at 9:30 a.m. EDT on September 19, 2012.

About On Assignment

On Assignment, Inc. (NASDAQ: ASGN), is a leading global provider of in-demand, skilled professionals in the growing technology, healthcare, and life sciences sectors, where quality people are the key to success. The Company goes beyond matching résumés with job descriptions to match people they know into positions they understand for temporary, contract-to-hire, and direct hire assignments. Clients recognize On Assignment for their quality candidates, quick response, and successful assignments. Professionals think of On Assignment as career-building partners with the depth and breadth of experience to help them reach their goals.

On Assignment was founded in 1985 and went public in 1992. The corporate headquarters are located in Calabasas, California, with a network of approximately 129 branch offices throughout the United States, Canada, United Kingdom, Netherlands, Ireland, and Belgium. Additionally, physician placements are made in Australia and New Zealand. To learn more, visit http://www.onassignment.com.

About NYSE Euronext

NYSE Euronext (NYX) is a leading global operator of financial markets and provider of innovative trading technologies. The company's exchanges in Europe and the United States trade equities, futures, options, fixed-income and exchange-traded products. With approximately 8,000 listed issues (excluding European Structured Products), NYSE Euronext's equities markets - the New York Stock Exchange, NYSE Euronext, NYSE MKT, NYSE Alternext and NYSE Arca - represent one-third of the world's equities trading, the most liquidity of any global exchange group. NYSE Euronext also operates NYSE Liffe, one of the leading European derivatives businesses and the world's second-largest derivatives business by value of trading. The company offers comprehensive commercial technology, connectivity and market data products and services through NYSE Technologies. NYSE Euronext is in the S&P 500

index. For more information, please visit: http://www.nyx.com.

Safe Harbor

Certain statements made in this news release are “forward-looking statements” within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and involve a high degree of risk and uncertainty. Forward-looking statements include statements regarding the Company's anticipated financial and operating performance in 2012. All statements in this release, other than those setting forth strictly historical information, are forward-looking statements. Forward-looking statements are not guarantees of future performance, and actual results might differ materially. In particular, the Company makes no assurances that the estimates of revenues, gross margin, SG&A, Adjusted EBITDA, net income, earnings per share or earnings per diluted share set forth above will be achieved. Factors that could cause or contribute to such differences include actual demand for our services, our ability to attract, train and retain qualified staffing consultants, our ability to remain competitive in obtaining and retaining temporary staffing clients, the availability of qualified temporary nurses and other qualified temporary professionals, management of our growth, continued performance of our enterprise-wide information systems, and other risks detailed from time to time in our reports filed with the Securities and Exchange Commission, including our Annual Report on Form 10-K for the year ended December 31, 2011, as filed with the SEC on March 14, 2012 and our Form 10Q for the period ended March 31, 2012, as filed with the SEC on May 9, 2012. We specifically disclaim any intention or duty to update any forward-looking statements contained in this news release.

EX-10.2

EXECUTIVE CHANGE OF CONTROL AGREEMENT

This Executive Change of Control Agreement (this “Agreement”), made as of the 1st day of September, 2012, by and between On Assignment, Inc., a Delaware corporation (the “Company”), and Edward L. Pierce (the “Executive”).

Recitals

A.            The Executive has been hired as of the date hereof to serve as the Chief Financial Officer of the Company, in connection with which, the Executive has entered into an employment agreement of even date herewith (the “Employment Agreement”) providing for severance and termination benefits in certain circumstances.

B.            Absent the execution and delivery of this Agreement, pursuant to the Company’s Change in Control Severance Plan (the “ASGN Severance Plan”), the Executive would be entitled to receive certain severance benefits in the event of a change in control (within the meaning set forth in the ASGN Severance Plan).

C.            The Board of Directors of the Company (the “Board”) has determined that it is in the best interests of the Company and its stockholders to assure that the Company will have the continued dedication of the Executive, notwithstanding the possibility, threat or occurrence of a Change of Control (as defined herein).  The Board believes it is imperative to diminish the inevitable distraction of the Executive by virtue of the personal uncertainties and risks created by a pending or threatened Change of Control and to encourage the Executive’s full attention and dedication to the current Company in the event of any threatened or pending Change of Control, and to provide the Executive with compensation and benefits arrangements upon a Change of Control that ensure that the compensation and benefits expectations of the Executive will be satisfied and that are competitive with those of other corporations.  Therefore, in order to accomplish these objectives, the Board has caused the Company to modify the ASGN Severance Plan to eliminate its coverage of the Executive and to enter into this Agreement and has provided that this Agreement will supersede the Employment Agreement in the event that the Executive becomes entitled to any compensation or benefits under this Agreement.

Agreement

In consideration of the foregoing and the mutual covenants and promises contained herein, the parties agree as follows:

1.            Certain Definitions.  In addition to the terms defined elsewhere herein, the following terms shall have the respective meanings set forth below:

(a)           “Accrued Compensation” means an amount including all amounts

earned or accrued through the Date of Termination but not paid as of the Date of Termination including any (i) Base Salary, (ii) reimbursement for reasonable and necessary expenses incurred by the Executive on behalf of the Company during the period ending on the Date of Termination, (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.

(b)           “Affiliated Company” means any company controlled by, controlling or under common control with the Company.

(c)           “Base Salary” means the Executive’s annual base salary at the rate in effect during the last regularly scheduled payroll period immediately preceding the occurrence of the Change of Control and does not include, for example (and without limitation), bonuses, overtime compensation, incentive pay, fringe benefits, sales commissions or expense allowances.

(d)           “Cause” means any of the following:

(i)            the Executive’s (A) conviction of a felony; (B) commission of any other material act or omission involving dishonesty or fraud with respect to the Company or any of its Affiliated Companies or any of the customers, vendors or suppliers of the Company or its subsidiaries; (C) misappropriation of material funds or assets of the Company for personal use; or (D) engagement in unlawful harassment or other discrimination with respect to the employees of the Company or its subsidiaries;

(ii)           the Executive’s continued substantial and repeated neglect of his duties, after written notice thereof from the Board, and such neglect has not been cured within 30 days after the Executive receives notice thereof from the Board;

(iii)          the Executive’s gross negligence or willful misconduct in the performance of his duties hereunder that is materially and demonstrably injurious to the Company; or

(iv)          the Executive’s engaging in conduct constituting a breach of his written obligations to the Company in respect of confidentiality and/or the use or ownership of proprietary information.

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

(i)            a merger or consolidation in which the Company is not the surviving entity, except for a transaction the principal purpose of which is to change the state of the Company’s incorporation or a transaction in which 50% or more of the surviving entity’s outstanding

voting stock following the transaction is held by holders who held 50% or more of the Company’s outstanding voting stock prior to such transaction; or

(ii)           the sale, transfer or other disposition of all or substantially all of the assets of the Company; or

(iii)          any reverse merger in which the Company is the surviving entity, but in which 50% or more of the Company’s outstanding voting stock is transferred to holders different from those who held the stock immediately prior to such merger; or

(iv)          the acquisition by any person (or entity) directly or indirectly of 50% or more of the combined voting power of the outstanding shares of Company capital stock; or

(v)           during any period of two (2) consecutive years (not including any period prior to the date of this Agreement), individuals who at the beginning of such period constitute the Board (and any new director, whose election by the Company’s stockholders was approved by a vote of at least two-thirds (2/3) of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was so approved), cease for any reason to constitute a majority thereof; provided, however, that any individual becoming a director subsequent to the date hereof whose election, or nomination for election by the Company’s stockholders, was approved by a vote of at least a majority of the directors then comprising the Board on the date hereof (the “Incumbent Board”) shall be considered as though such individual were a member of the Incumbent Board, but excluding, for purposes of this proviso, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board.

Notwithstanding the foregoing, if a Change of Control occurs and, in connection with such Change of Control, a payment or settlement event would arise hereunder (either due to such Change of Control or an event following such Change of Control) with respect to an amount that constitutes “nonqualified deferred compensation,” the transaction or event constituting the Change of Control must also constitute a “change in control event” (as defined in Treasury Regulation §1.409A-3(i)(5)).

(f)            “Change of Control Period” means the period commencing on the Effective Date and ending on the third anniversary of the Effective Date; provided, however, that, commencing on the date two years after the date hereof, and on each annual anniversary of such date (such date and each annual anniversary thereof, the “Renewal Date”), the Change of Control Period shall be automatically extended so as to terminate two years from such Renewal Date, unless at least 60 days prior to the Renewal Date the Company gives notice to the Executive that the Change of Control Period shall not be extended.

(g)           “Code” means the Internal Revenue Code of 1986, as amended.

(h)           “Date of Termination” means the date on which the Executive experiences a Separation from Service.

(i)           “Good Reason” means either of the following:

(i)            the failure of the Company to pay an amount owing to the Executive, which amount constitutes salary, bonus or other compensatory amount related to his employment, after the Executive has provided the Board with written notice of such failure and such payment has not thereafter been made within 15 days of the delivery of such written notice; or

(ii)           the relocation of the Executive from the corporate headquarters metropolitan area (as of the date of this Agreement) without his consent.

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

(i)            upon Executive’s involuntary discharge or dismissal other than for Cause,

(ii)           upon Executive’s resignation for Good Reason within 30 days after the occurrence of the facts constituting Good Reason,

(iii)          upon Executive’s resignation following (A) a reduction in Executive’s level of Base Salary or any Target Bonus (unless, in the case of a reduction in any Target Bonus, there is a corresponding increase in the level of Base Salary such that, in the aggregate, Executive is no worse off) or (B) a material reduction in Executive’s benefits, provided and only if  such change or reduction is effected without Executive’s written concurrence, or

(iv)          upon Executive’s resignation following a change in the Executive’s position with the Company (or, if applicable, with the successor entity) that is effected without the Executive’s consent and that materially reduces his level of responsibility or authority, other than reductions attributable to the Company ceasing to be a publicly held company or becoming a subsidiary or division of another company.

Except as provided in Section 2(b) below, for purposes of this Agreement any determination of “Involuntary Termination” made by the Company or the Executive shall be made in good faith. Any dispute regarding same shall be promptly resolved by arbitration in accordance with the provisions of Sections 8(g) and (h) below.

(k)            “Pro Rata Bonus” means an amount equal to 100% of the Target Bonus that the Executive would have been eligible to receive for the Company’s fiscal year in which the Executive’s 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.

(l)        “Separation from Service” means a “separation from service” within the meaning of Section 409A(a)(2)(A)(i) of the Code, and Treasury Regulation Section 1.409A-1(h).          

(m)        “Target Bonus” shall mean the bonus which would have been paid to the Executive for full achievement of the Company’s base business plan or budget and/or for the attainment 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 the Executive or his position, which objectives have been established by the Board of Directors (or the Compensation Committee thereof) for the Executive relating to such plan or budget for the year in question.  “Target Bonus” shall not mean the “maximum bonus” which the Executive might have been paid for overachievement of such plan.

2.             Involuntary Termination of Employment Following a Change of Control.

(a)           Subject to the terms of this Agreement, the Executive shall be entitled to receive severance payments from the Company for services previously rendered to the Company and its Affiliated Companies if all of the following conditions are met:  (1) a Change of Control occurs during the Change of Control Period, (2) the Executive experiences a Separation from Service under circumstances constituting an Involuntary Termination, and (3) the Date of Termination occurs during the period commencing upon such Change of Control and ending on the date that is six (6) calendar months and ten (10) business days following the Change of Control.  In such event, the severance provisions of this Agreement shall control and take precedence over any inconsistent terms of any currently existing employment or severance arrangement between the Company and the Executive (including, without limitation, the Employment Agreement), and the Company shall, subject to Section 8 below:

(i)            within 30 days after the Date of Termination (or such earlier date as may be required by applicable law), pay to the Executive the Executive’s Accrued Compensation;

(ii)        subject to Section 8(b) below and Executive’s timely execution and non-revocation of a binding Release (as described below),

(A) on the 60^th day after the Date of Termination, pay to the Executive (1) the Pro-Rata Bonus and (2) the amount equal to the product of (i) 2.50 and (ii) the sum of (A) the Executive’s Base Salary and (B) the Executive’s Target Bonus;

(B) provide the Executive with his car allowance as in effect immediately prior to the Change of Control,

payable in substantially equal monthly installments during the period commencing on the Date of Termination and ending on the 18-month anniversary of the Date of Termination; provided, however, that no payments under this Section 2(a)(ii)(B) shall be made prior to the first payroll date occurring on or after the sixtieth (60^th) day following the Date of Termination (such payroll date, the “First Payroll Date”) (with amounts otherwise payable prior to the First Payroll Date paid on the First Payroll Date without interest thereon); provided, further that if the Executive becomes reemployed with another employer and is eligible to receive a car allowance, the Company shall be relieved of its obligation to pay the Executive’s car allowance;         

(C) during the period commencing on the Date of Termination and ending on the 18-month anniversary of the Date of Termination, subject to the Executive’s proper election to continue healthcare coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), the Company will pay the Executive’s COBRA premiums in respect of COBRA benefits to be provided at the levels being provided to the Executive and/or the Executive’s family immediately prior to the Change of Control, through third-party insurance maintained by the Company under the Company’s benefit plans;  provided, however, that if the Executive becomes reemployed with another employer and is eligible to receive medical or other welfare benefits under another employer provided plan, the benefits described in this Section 2(a)(ii)(C) shall be secondary to those provided under such other plan during such applicable period of eligibility; and  provided further, that (1) 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 of the Code

under Treasury Regulation Section 1.409A-1(a)(5), (2) such amounts would be considered discriminatory under Section 105(h) of the Code, or (3) the Company is otherwise unable to continue to cover the Executive under its group health plans (including without limitation, Section 2716 of the Public Health Service Act), then, in either case, an amount equal to each remaining Company payment 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).

(D) on the 60^th day after the Date of Termination, pay to the Executive a lump-sum cash amount equal to the aggregate premiums that the Company would have paid for basic life insurance, accidental death and dismemberment insurance and long- and short-term disability insurance, each as in effect on the Date of Termination, had the Executive remained employed by the Company for eighteen (18) months after the Date of Termination (based on the premium rates in effect as of the Date of Termination); and   

(E) provide the Executive, at the Company’s expense, with outplacement services reasonably selected by the Executive,  provided, however,  that the cost to the Company shall not exceed $15,000 and such services shall be provided to Executive no later than the end of the second calendar year following that in which the Date of Termination occurs.

(b)         Anything in this Agreement to the contrary notwithstanding, a termination of employment by the Executive for any reason or for no reason during the period commencing on the date that is six months after the date of a Change of Control and ending ten (10) business days thereafter shall be deemed to be an “Involuntary Termination” for all purposes of this Agreement.

Notwithstanding anything in this Agreement to the contrary, it shall be a condition to the Executive’s right to receive the payments set forth in Section 2(a)(ii) above that the Executive execute and deliver to the Company a general release of claims in a form prescribed by the Company

(the “Release”) within 21 (or, to the extent required by law, 45) days following the Date of Termination and that the Executive not revoke such Release during any applicable revocation period

3.            Termination of Employment Following a Change of Control for Cause or Other Than in Connection with an Involuntary Termination.  If following a Change of Control the Executive’s employment is terminated for Cause or the Executive resigns other than in connection with an Involuntary Termination or due to the Executive’s death or disability, this Agreement shall terminate without further obligations to the Executive and all obligations and rights of the Executive and the Company shall be governed by the appropriate provisions of any then existing employment or severance agreement or arrangement between the Executive and the Company (including without limitation the Employment Agreement).  The Executive shall not be deemed to have been terminated for Cause under this Agreement, unless the following procedures have been observed.  To terminate the Executive for Cause, the Board must deliver to the Executive notice of such termination in writing, which notice must specify the facts purportedly constituting Cause in reasonable detail.  The Executive will have the right, within 10 days of receipt of such notice, to submit a written request for review by the Company.  If such request is timely made, within a reasonable time thereafter, the Board (with all directors attending in person or by telephone) shall give the Executive the opportunity to be heard (personally or by counsel).  Following such hearing, a majority of the directors then in office must confirm that the Executive’s termination was for Cause, otherwise the executive’s termination shall be deemed to have been made by the Company without Cause for purposes of this Agreement.  The Company’s compliance with the procedure set forth above shall not be in lieu of, or otherwise deprive the Executive of, his right to challenge the Company’s determination that such termination was for Cause in accordance with Sections 8(g), (h) and (i).

4.            Effect on Option, Restricted Stock and Restricted Units.  Immediately prior to a Change of Control, the vesting and exercisability of all stock options, restricted stock and restricted stock unit grants made to the Executive by the Company which are outstanding at the time of such event shall be accelerated with respect to all shares subject thereto, provided, however, that notwithstanding the foregoing, payment in respect of any restricted stock units shall be made in accordance with the terms of such restricted stock units.  Accordingly, all stock options shall be exercisable at such time in accordance with their terms.  This Agreement is intended to amend all stock option, restricted stock and restricted stock unit grants awarded to the Executive to accelerate vesting as described above to the extent vesting would not otherwise be accelerated under the terms of such stock option, restricted stock and restricted stock unit grants.  In the event of an Involuntary Termination to which Section 2(a) above applies, the Company agrees for purposes of determining the continued exercisability of Executive’s stock options outstanding on the Date of Termination, Executive shall be considered to have remained employed by the Company until the date that is eighteen (18) months from the Date of Termination; provided that no such stock option shall be exercisable beyond its maximum stated term.

5.            Limitations on Payments.

(a)          Best Pay Cap. Notwithstanding any other provision of this Agreement, in the event that any payment or benefit received or to be received by the Executive (including any payment or benefit received in connection with a termination of the Executive’s employment, whether pursuant to the terms of this Agreement or any other plan, arrangement or agreement) (all such payments and benefits, including the payments and benefits under Section 2 hereof, being hereinafter referred to as the “Total Payments”) would be subject (in whole or part) to excise tax imposed under Section 4999 of the Code (the “Excise Tax”), then, after taking into account any reduction in the Total Payments provided by reason of Section 280G of the Code in such other plan, arrangement or agreement, the cash severance payments under this Agreement shall first be reduced, and the noncash severance payments hereunder shall thereafter be reduced, to the minimum 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 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 on such Total Payments and the amount of Excise Tax to which the Executive 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). The Total Payments shall be reduced in the following order: (1) reduction of any cash severance payments otherwise payable to the Executive that are exempt from Section 409A of the Code; (2) reduction of any other cash payments or benefits otherwise payable to the Executive that are exempt from Section 409A of the Code, but excluding any payments attributable to any acceleration of vesting or payments with respect to any equity award that are exempt from Section 409A of the Code; (3) reduction of any other payments or benefits otherwise payable to the Executive on a pro-rata basis or such other manner that complies with Section 409A of the Code, but excluding any payments attributable to any acceleration of vesting and payments with respect to any equity award that are exempt from Section 409A of the Code; and (4) reduction of any payments attributable to any acceleration of vesting or payments with respect to any equity award that are exempt from Section 409A of the Code, in each case beginning with payments that would otherwise be made last in time.

(b)        Certain Exclusions. 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 enjoyment of which the Executive shall have waived at such time and in such manner as not to constitute a “payment” within the meaning of Section 280G(b) of the Code shall be taken into account; (ii) no portion of the Total Payments shall be taken into account which, in the written opinion of an independent, nationally recognized accounting firm (the “Accounting Firm”), 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) and, in calculating the Excise Tax, no portion of such Total Payments shall be taken into account which, in the opinion of the Accounting

Firm, constitutes reasonable compensation for services actually rendered, within the meaning of Section 280G(b)(4)(B) of the Code, 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 Accounting Firm in accordance with the principles of Sections 280G(d)(3) and (4) of the Code.

6.            Full Settlement.  The Company’s obligation to make the payments provided for in this Agreement and otherwise to perform its obligations hereunder shall not be affected by any set-off, counterclaim, recoupment, defense, or other claim, right or action that the Company may have against the Executive or others.  In no event shall the Executive be obligated to seek other employment or take any other action by way of mitigation of the amounts payable to the Executive under any of the provisions of this Agreement, and subject to the effect of the provisos at the end of Section 2 above, such amounts shall not be reduced whether or not the Executive obtains other employment.  The Company agrees to pay as incurred (within 10 days following the Company’s receipt of an invoice from the Executive), to the full extent permitted by law, all legal fees and expenses that the Executive may reasonably incur as a result of any contest (regardless of the outcome thereof) by the Company, the Executive or others of the validity or enforceability of, or liability under, any provision of this Agreement or any guarantee of performance thereof (including as a result of any contest by the Executive about the amount of any payment pursuant to this Agreement), plus, in each case, interest on any delayed payment at the applicable federal rate provided for in Section 7872(f)(2)(A) of the Code.

7.            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.  Except as provided in Section 7(c), without the prior written consent of the Executive this Agreement shall not be assigned by the Company.

(c)           The Company will require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company to assume expressly and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place.  For purposes hereof, “ Company ” means the Company as hereinbefore defined and any successor to its business and/or assets as aforesaid that assumes and agrees to perform this Agreement by operation of law or otherwise.

8. Code Section 409A.

(a)         To the extent applicable, this Agreement shall be interpreted in accordance with Section 409A of the Code and Department of Treasury regulations and other interpretive guidance issued thereunder. 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 of the Code and related Department of Treasury guidance, the Company shall work in good faith with 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 of the Code, including without limitation, actions intended to (i) exempt the compensation and benefits payable under this Agreement from Section 409A of the Code, and/or (ii) comply with the requirements of Section 409A of the Code and related Department of Treasury guidance; provided, however, that this Section 8(a) 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. 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 of the Code, any separate payment or benefit under this Agreement or otherwise shall not be deemed “nonqualified deferred compensation” subject to Section 409A of the Code and Section 4(d) hereof 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 of the Code.

(b)           Notwithstanding anything to the contrary in this Agreement, no compensation or benefits, including without limitation any payments under Section 2 above, shall be paid to Executive during the 6-month period following Executive’s Separation from Service if the Company determines that Executive is a “specified employee” at the time of such Separation from Service (within the meaning of Section 409A) and 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 business day following the end of such 6-month period, (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 Executive’s death), the Company shall pay Executive a lump-sum amount equal to the cumulative amount that would have otherwise been payable to Executive during such 6-month period, without interest thereon.

(c)            To the extent that any payments or reimbursements provided to Executive hereunder, including without limitation any reimbursements made in accordance with Section 6 above (but excluding any reimbursements made in accordance with Sections 2 and 5 above, which reimbursements shall be provided in accordance with such Sections), are deemed to constitute compensation to Executive to which Treasury Regulation Section 1.409A-3(i)(1)(iv) would apply, such amounts shall be paid or reimbursed to Executive reasonably promptly, but in no event later than December 31^st 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 Executive’s right to such payments or reimbursement of any such expenses shall not be subject to liquidation or exchange for any other benefit.

(d)    For the avoidance of doubt, any amount payable under this Agreement, within a period following Executive’s termination of employment or other event, shall be made on a date during such period as determined by the Company in its sole discretion.

          9.Miscellaneous.

(a)           The captions of this Agreement are not part of the provisions hereof and shall have no force or effect.  This Agreement may not be amended or modified other than by a written agreement executed by the parties hereto or their respective successors and legal representatives.

(b)           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 Company:On Assignment, Inc.26745 Malibu Hills Road
Calabasas, CA 91301Attention:  Chief Executive Officer

if to the Executive, to the most recent address on file with the Company’s Human Resources Department,

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

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

 (e)           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 2, shall not be deemed to be a waiver of such provision or right or any other provision or right of this Agreement.

(f)            Simultaneously with the execution of this Agreement by a duly authorized officer of the Company and the Executive, the Executive shall no longer be eligible to participate in the ASGN Severance Plan.

(g)           All claims by the Executive for payments or benefits under this Agreement shall first be directed to and determined by the Company’s Compensation Committee of the Board of Directors and shall be in writing.  Any denial by the Compensation Committee of a claim for benefits under this Agreement shall be delivered to the Executive in writing and shall set forth the specific reasons for the denial and the specific provisions of this Agreement relied upon.  The Compensation Committee shall afford the Executive a reasonable opportunity for a review of the decision denying a claim and shall further allow the Executive make a written demand upon the Company to submit the disputed matter to arbitration in accordance with the provisions of paragraph (h)  below.  The Company shall pay all expenses of the Executive, including reasonable attorneys and expert fees, in connection with any such arbitration.  If for any reason the arbitrator has not made his award within ninety (90) days from the date of Executive’s demand for arbitration, such arbitration proceedings shall be immediately suspended and the Company shall be deemed to have agreed to Executive’s position and the Company shall, as soon as practicable and in any event within 10 business days after the expiration of such 90 day period, pay Executive his expenses and all amounts claimed by him that were the subject of such dispute and arbitration proceedings.

(h)           Subject to the terms of paragraph (g) above, any dispute arising from, or relating to, this Agreement shall be resolved at the request of either party through binding arbitration in accordance with this paragraph (h).  Within 10 business days after demand for arbitration has been made by either party, the parties, and/or their counsel, shall meet to discuss the issues involved, to discuss a suitable arbitrator and arbitration procedure, and to agree on arbitration rules particularly tailored to the matter in dispute, with a view to the dispute’s prompt, efficient, and just resolution.  Upon the failure of the parties to agree upon arbitration rules and procedures within a reasonable time (not longer than 15 business days from the demand), the Commercial Arbitration Rules of the American Arbitration Association shall be applicable.  Likewise, upon the failure of the parties to agree upon an arbitrator within a reasonable time (not longer than 15 business days from demand), there shall be a panel comprised of three arbitrators, one to be appointed by each party and the third one to be selected by the two arbitrators jointly, or by the American Arbitration Association, if the two arbitrators cannot decide on a third arbitrator.  At least 30 days before the arbitration hearing (which shall be set for a date no later than 60 days from the demand), the parties shall allow each other reasonable written discovery including the inspection and copying of documents and other tangible items relevant to the issues that are to be presented at the arbitration hearing.  The arbitrator(s) shall be empowered to decide any disputes regarding the scope of discovery.  The award rendered by the arbitrator(s) may include, without limitation, special, punitive and/or consequential damages, if and to the extent deemed appropriate by the arbitrator(s).  The award rendered by the arbitrator(s) shall be final and binding upon both parties.  The arbitration shall be conducted in Los Angeles County, California.  The California State Superior Court located in Los Angeles County, California shall have exclusive jurisdiction over

disputes between the parties in connection with such arbitration and the enforcement thereof, and the parties consent to the jurisdiction and venue of such court for such purpose.

(i)            This Agreement shall be governed by the laws of the State of Delaware, without giving effect to any choice of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware.

(j)            This Agreement shall terminate and be of no further force and effect immediately upon the Executive’s voluntary termination of his employment with the Company (irrespective of whether such termination constitutes retirement or resignation),  provided  that such termination is not with Good Reason and does not constitute an Involuntary Termination.

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.

/s/Edward L. Pierce

Edward L. Pierce

Chief Financial Officer

ON ASSIGNMENT, INC.

/s/Peter T. Dameris

Peter T. Dameris

Chief Executive Officer

EX-10.3

AMENDED AND RESTATED EMPLOYMENT AGREEMENT

THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”) is entered into as of September 1, 2012 (the “Effective Date”), by and between On Assignment, Inc. (the “Company”) and James Brill (“Executive”).

Recitals

A.     The Company and Executive previously entered into an agreement, dated January 1, 2007 and amended and restated as of December 11, 2008, pursuant to which Executive is employed as the Senior Vice President and Chief  Financial Officer of the Company (the “Prior Agreement”).

B.      As of the Effective Date, the Company desires to continue to employ Executive, serving, from and after the Effective Date, as its Senior Vice President, Chief Administrative Officer and Treasurer, and to enter into an agreement embodying the terms of such employment.

C.    As of the Effective Date, the Prior Agreement shall terminate and be superseded by this Agreement.

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

AGREEMENT

1.Employment Term.  Subject to the provisions for earlier termination hereinafter provided, Executive’s employment hereunder shall be for a term commencing on the Effective Date and ending on December 31, 2012 (the “Initial Termination Date”); provided, that this Agreement shall be automatically extended for one additional year on the Initial Termination Date and on each subsequent anniversary of the Initial Termination Date unless either Executive or the Company elects not to so extend such term by notifying the other party, in accordance with Section 7 below, of such election not less than sixty days prior to the Initial Termination Date, or any anniversary thereof, as applicable (in any case, the “Employment Period”).

2.Position and Duties.

     (a)           Position.  During the Employment Period, Executive shall serve as Senior Vice President, Chief Administrative Officer and Treasurer of the Company and shall perform such employment duties as are usual and customary for such position.  Executive shall report to the Chief Executive Officer of the Company (“CEO”) (with respect to his duties as Senior Vice President and Chief Administrative Officer) and the Chief Financial Officer of the Company (with respect to his duties as Treasurer).  The Company shall retain full direction and control of

the means and methods by which Executive performs the above services.  At the Company’s request, Executive shall serve the Company and/or its subsidiaries and affiliates in such other offices and capacities in addition to the foregoing as the Company shall designate, consistent with Executive’s position, without additional compensation beyond that specified in this Agreement.

(b)           Place of Employment.  During the Employment Period, Executive shall perform the services required by this Agreement at the Company’s principal offices in Calabasas, California, unless otherwise mutually agreed upon by the parties.  Notwithstanding the foregoing, Executive may from time to time be required to travel temporarily to other locations on the Company’s business.

(d)           Exclusivity.  During the Employment Period, except for such other activities as the Compensation Committee of the Board of Directors (the “Committee”) shall approve in writing in its sole discretion and as otherwise provided in this Section 2(d), Executive shall devote his entire business time, attention and energies to the business and affairs of the Company, to the performance of Executive’s duties under this Agreement and to the promotion of the Company’s interests, and shall not (i) accept any other employment, directorship or consultancy, or (ii) engage, directly or indirectly, in any other business activity (whether or not pursued for pecuniary advantage) that is or may be competitive with, or that might place Executive in a competing position to, that of the Company.  Notwithstanding the foregoing, provided that such activities do not interfere with the fulfillment of Executive’s obligations hereunder, Executive may (A) serve as an officer, director or trustee of any charitable or non-profit entity; (B) own a passive investment in any private company and own up to 5% of the outstanding voting securities of any public company; or (C) with the prior approval of the CEO, serve as a director of up to two other companies so long as such companies do not compete with the Company and Executive notifies the CEO in advance of accepting any such position.

3.Compensation.

(a)           Base Salary.  During the Employment Period, the Company shall pay Executive a base salary (the “Base Salary”) set at $323,000 per year, subject thereafter to annual review and increase (but not decrease) in the sole discretion of the Committee.  The Base Salary shall be payable in accordance with the Company’s normal payroll procedures applicable to senior executives of the Company, as in effect from time to time.

(b)           Annual Bonus.  In addition to the Base Salary, Executive shall be eligible to earn an annual cash bonus in respect of each calendar year during the Employment Period beginning in calendar year 2012, as described below (each, an “Annual Bonus”), subject in each case to Executive’s continued employment through the date on which annual bonuses are paid generally to the Company’s senior executives.  In respect of calendar year 2012, Executive shall

be eligible to earn an Annual Bonus up to $323,000, based on the Company’s achievement of the applicable 2012 performance targets established by the Committee prior to the Effective Date, but the actual amount of the 2012 Annual Bonus shall be determined on the basis of the Company’s achievement of the performance targets. In respect of calendar years during the Employment Period beginning after 2013, Executive will be eligible to receive an Annual Bonus in an amount up to 75% of Executive’s Base Salary, but the actual Annual Bonus shall be determined by reference to the achievement (“Tier 1”, which shall comprise up to two-thirds of Executive’s Annual Bonus opportunity) and overachievement (“Tier 2” ”, which shall comprise up to one-third of Executive’s Annual Bonus opportunity) of budgetary and other objective performance criteria, which criteria shall be determined by the Committee in its sole discretion within sixty days after the start of the applicable calendar year.   Each Annual Bonus shall be paid to Executive, to the extent that any such Annual Bonus becomes payable, within thirty days after the date on which the Committee conclusively determines the extent to which the applicable performance criteria have (or have not) been met.

      (c)           [Intentionally Omitted].

(d)           Restricted Stock Units. Subject to approval by the Committee, on the first trading day of 2013, the Company shall grant to Executive restricted stock units (“RSUs”) with respect to a number of shares of common stock having a grant date fair market value equal to $275,000 (rounded down to the nearest whole share).   Consistent with the foregoing, the terms and conditions of the RSUs, including the applicable vesting and share delivery conditions, shall be set forth in a RSU grant agreement to be entered into by the Company and Executive which shall evidence the grant of the RSUs and, except as otherwise expressly provided herein, shall be consistent with the terms and conditions contained in an RSU grant agreement provided generally to other key executives of the Company. The RSUs shall, subject to the provisions of this Section 3(d), be governed in all respects by the terms of the applicable equity plan and RSU agreement.

     (e)           [Intentionally Omitted].

     (f)           Benefit Plans.  During the Employment Period, Executive and Executive’s legal dependants shall be eligible to participate in the welfare benefit plans, policies and programs (including, if applicable, medical, dental, disability, life and accidental death insurance plans and programs) maintained by the Company for its senior executives.  In addition, Executive shall be eligible to participate in such incentive, savings and retirement plans, policies and programs as are made available to senior executives of the Company, provided, that the Company shall have no obligation, in any case, to adopt, maintain or continue any such plans, policies or programs.

(g)           Additional Perquisites.  In addition to the compensation and benefits described above in this Section 3, during the Employment Period, the Company shall (i) pay to Executive

an automobile allowance of $450 per month and, (ii) pay or reimburse Executive for actual, properly substantiated expenses incurred by Executive in connection with (A) an annual physical examination, not to exceed $1,500 per calendar year; and (B) tax preparation and financial planning services, not to exceed $2,500 per calendar year.

(h)           Vacation.  During the Employment Period, Executive shall be entitled to vacation according to the vacation policy in place for other senior executives of the Company.

(i)           Expenses.  During the Employment Period, Executive shall be entitled to receive prompt reimbursement of all reasonable business expenses incurred by Executive in accordance with the Company expense reimbursement policy applicable to senior executives of the Company, as in effect from time to time, provided that Executive properly substantiates such expenses in accordance with such policy.

4.           Termination of Employment.

Either the Company or Executive may terminate Executive’s employment at any time for any reason or no reason.  The following provisions shall control any such termination of Executive’s employment, subject to Section 8 below:

     (a)           Termination Without Cause.  The Company may terminate Executive’s employment without Cause (as defined below) at any time during the Employment Period upon written notice to Executive provided in accordance with Section 7 below.  If Executive’s employment is terminated as provided in this Section 4(a), the Company shall promptly, or in the case of obligations described in clause (iii) below, as such obligations become due to Executive, pay or provide to Executive, (i) Executive’s earned but unpaid Base Salary accrued through such Date of Termination (as defined below), (ii) reimbursement of any business expenses incurred by Executive prior to the Date of Termination that are reimbursable under Sections 3(g) or 3(i) above, and (iii) any vested benefits and other amounts due to Executive under any plan, program or policy of the Company (together, the “Accrued Obligations”).  In addition, subject to Section 4(h) below, Executive’s timely execution and non-revocation of a binding Release (as defined below) in accordance with Section 4(f) below and Executive’s continued compliance with the Confidentiality Agreement (as defined below), and except as otherwise may be provided in the CIC Plan (as defined below) and Section 8 hereof, Executive shall be entitled to receive 100% of Executive’s Base Salary at the rate in effect as of the Date of Termination, payable in substantially equal installments (the “Installments”) during the period commencing on the Date of Termination and ending on the twelve-month anniversary of the Date of Termination, in accordance with the Company’s normal payroll procedures applicable to senior executives of the Company, as in effect from time to time (but no less often than monthly) (the “Severance”), provided, however, that no Installment payments shall be made prior to the Company’s first payroll date occurring on or after the 30th day following the Date of Termination (such payroll

date, the “First Payroll Date”) and any amounts that would otherwise have been payable prior to the First Payroll Date shall instead be paid on the First Payroll Date without interest thereon.

(b)           Death; Disability.  If Executive dies during the Employment Period or Executive’s employment is terminated due to Executive’s total and permanent disability (that constitutes Executive being “disabled” within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”)), Executive or Executive’s estate, as applicable, shall be entitled to receive the Accrued Obligations promptly or, in the case of benefits described in Section 4(a)(iii), as such obligations become due to Executive.  In addition, subject to Section 4(h) below, Executive’s (or Executive’s estate’s) execution and non-revocation of a binding Release in accordance with Section 4(g) below and Executive’s continued compliance with the Confidentiality Agreement (upon a disability termination), Executive (or Executive’s estate) shall be entitled to receive the Severance, payable in accordance with Section 4(a) above.

(c)           Cause.  If Executive’s employment becomes terminable by the Company for Cause, the Company may terminate Executive’s employment immediately and Executive shall be entitled to receive the Accrued Obligations promptly or, in the case of benefits described in Section 4(a)(iii), as such obligations become due to Executive.

(d)           Resignation.  Executive may terminate Executive’s employment upon sixty days’ notice to the Company provided in accordance with Section 7 below, subject to the Company’s right to waive any or all of such notice period.  If Executive so terminates Executive’s employment, Executive shall be entitled to receive the Accrued Obligations promptly, or, in the case of benefits described in Section 4(a)(iii), as such obligations become due to Executive.  If the Company elects to waive the notice period provided for in this Section 4(d), Executive shall not be entitled to any compensation in respect of such period.

(e)           Other Terminations.  If Executive’s employment terminates for any reason other than those specified in Sections 4(a), (b), (c) or (d) above (including without limitation, the Company’s election not to extend the Employment Period), the Company shall promptly, or in the case of items described in Section 4(a)(iii), as such obligations become due to Executive, pay or provide to Executive the Accrued Obligations.

(f)           Release; Exclusivity of Benefits.  Notwithstanding anything in this Agreement to the contrary, it shall be a condition to Executive’s (or Executive’s estate’s or beneficiaries’, if applicable) right to receive the Severance that Executive (or his estate or beneficiaries, if applicable) execute and deliver to the Company a general release of claims in a form prescribed by the Company (the “Release”) within twenty-one (or, to the extent required by law, forty-five) days following the Date of Termination and that Executive (or Executive’s estate or beneficiaries, if applicable) not revoke such Release during any applicable revocation

period.  Except as expressly provided in this Section 4, upon the termination of Executive’s employment, the Company shall have no obligations to Executive in connection with his employment with the Company or the termination thereof.

(g)           Definitions.

“Cause” shall mean (i) a material breach of this Agreement by Executive; (ii) the willful or repeated failure or refusal by Executive substantially to perform Executive’s duties hereunder; (iii) the indictment of Executive for any felony or other crime involving moral turpitude, (iv) fraud, embezzlement or misappropriation by Executive relating to the Company or its funds, properties, corporate opportunities or other assets to the extent that the Company reasonably determines such act to be materially injurious to the Company, or (v) Executive repeatedly acting in a manner or repeatedly making any statements, in either case, which the Company reasonably determines to be detrimental or damaging to the reputation, operations, prospects or business relations of the Company.

“Date of Termination” shall mean the date on which Executive experiences a separation from service within the meaning of Section 409A(a)(2)(A)(i) of the Code, and Treasury Regulation Section 1.409A-1(h) (a “Separation from Service”).

 (h)           Potential Six-Month Delay.  Notwithstanding anything to the contrary in this Agreement, no compensation or benefits, including without limitation any Severance payments, shall be paid to Executive during the six-month period following Executive’s Separation from Service if the Company determines that Executive is a “specified employee” at the time of such Separation from Service (within the meaning of Section 409A) (determined in accordance with any applicable Company “specified employee” identification procedures), and 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 business day following the end of such six-month period, (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 Executive’s death), the Company shall pay Executive a lump-sum amount equal to the cumulative amount that would have otherwise been payable to Executive during such six-month period, without interest thereon.

5.Confidential Information and Employee Developments.   Executive acknowledges that he has previously executed a Confidential Information and Employee Development Agreement (the “Confidentiality Agreement”).  The compensation and benefits provided under this Agreement, together with any Severance obligations arising hereunder and other good and valuable consideration are hereby acknowledged by the parties hereto to constitute adequate consideration for Executive’s entering into and continued compliance

obligations under the Confidentiality Agreement.

6.Representations.

     (a)           No Violation of Other Agreements. Executive hereby represents and warrants to the Company that (i) he is entering into this Agreement voluntarily and that the performance of his obligations hereunder will not violate any agreement between him and any other person, firm, organization or other entity, and (ii) he 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 his entering into this Agreement and/or providing services to the Company pursuant to the terms of this Agreement.

 (b)           No Disclosure of Confidential Information. Executive’s performance of his duties under this Agreement will not require him to, and he shall not, rely on in the performance of his duties or disclose to the Company or any other person or entity or induce the Company in any way to use or rely on any trade secret or other confidential or proprietary information or material belonging to any previous employer of Executive.

7.Notice.  Any notice or other communication required or permitted under this Agreement shall be effective only if it is in writing and delivered personally or sent by fax, email or registered or certified mail, postage prepaid, addressed as follows (or if it is sent through any other method agreed upon by the parties):

If to the Company:

On Assignment, Inc.

26745 Malibu Hills Road

Calabasas, CA 91301

Tel: (818) 878-7900

Attention: Chief Executive Officer

If to Executive: to the most current home address on file with the Company’s Human Resources department, or to such other address as any party hereto may designate by notice to the other in accordance with this Section 7, and shall be deemed to have been given upon receipt.

8.Change of Control.  Executive acknowledges and agrees that, in consideration of the Company’s entry into this Agreement and other good and valuable consideration, the receipt of which is hereby acknowledged, that certain Amended and Restated Executive Change of Control Agreement, dated December 11, 2008, shall be terminated and shall be of no force or effect from and after the Effective Date. During the Employment Period, Executive shall be

eligible to participate in the On Assignment, Inc. Amended and Restated Change in Control Severance Plan (the “CIC Plan”) at the level of ”Category 4”, as such plan may be amended from time to time in accordance with its terms; provided, however, that notwithstanding anything to the contrary contained in the CIC Plan (but subject to the provisions therein relating to a “Potential Six-Month Delay”), solely for purposes of Executive’s participation in the CIC Plan, the terms and conditions of the CIC Plan shall be modified as follows:

(a)    Eligibility. In order to be eligible to receive benefits under the CIC Plan, Executive’s employment with the Company must be Involuntarily Terminated (within the meaning of the CIC Plan) on or prior to the date that is six months and ten business days following a Change in Control (rather than eighteen months after a Change in Control, as otherwise provided in the CIC Plan).

(b)    Change in Control Definition. A “Change in Control” shall (in lieu of the definition provided in the CIC Plan) be deemed to occur only upon the consummation of any of the following transactions:

(i)     a merger or consolidation in which the Company is not the surviving entity, except for a transaction the principal purpose of which is to change the state of the Company’s incorporation or a transaction in which 50% or more of the surviving entity’s outstanding voting stock following the transaction is held by holders who held 50% or more of the Company’s outstanding voting stock prior to such transaction; or

(ii)     the sale, transfer or other disposition of all or substantially all of the assets of the Company; or

(iii)     any reverse merger in which the Company is the surviving entity, but in which 50% or more of the Company’s outstanding voting stock is transferred to holders different from those who held the stock immediately prior to such merger; or

(iv)     the acquisition by any person (or entity) directly or indirectly of 50% or more of the combined voting power of the outstanding shares of Company capital stock; or

(v)     during any period of two (2) consecutive years (not including any period prior to the date of this Agreement), individuals who at the beginning of such period constitute the Board (and any new director, whose election by the Company’s stockholders was approved by a vote of at least two-thirds (2/3) of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was so approved), cease for any reason to constitute a majority thereof; provided, however, that any individual becoming a director subsequent to the date hereof whose election, or nomination for election by the Company’s stockholders, was approved by a vote of at least a majority of the directors then comprising the Board on the date hereof (the “Incumbent Board ”) shall be considered as though

such individual were a member of the Incumbent Board, but excluding, for purposes of this proviso, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a person other than the Board.

(c)    Benefits Continuation. If Executive becomes entitled to receive payments and benefits under the CIC Plan, then, in lieu of (i) any COBRA (as defined below) or other healthcare continuation benefits and (ii) any payments intended to assist with the cost of any healthcare continuation benefits, in any case, that may otherwise be available under the CIC Plan, during the period commencing on the Date of Termination and ending on the 18-month anniversary of the Date of Termination, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, subject to Executive’s proper election to continue healthcare coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), the Company will pay or reimburse Executive’s COBRA premiums in respect of COBRA benefits elected by Executive on behalf of himself and his eligible dependents, in each case, up to the levels being provided to Executive and Executive’s eligible dependents immediately prior to the Change in Control, through third-party insurance maintained by the Company under the Company’s benefit plans;  provided, however, that if Executive becomes reemployed with another employer and is eligible to receive medical or other welfare benefits under another employer-provided plan, the benefits described in this Section 8(c) shall be secondary to those provided under such other plan during such applicable period of eligibility; and  provided further, that (1) if any plan pursuant to which such benefits are to be 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), (2) such amounts would be discriminatory under Section 105(h) of the Code, or (3) the Company is otherwise unable to continue to cover the Executive under its group health plans (including without limitation, Section 2716 of the Public Health Service Act), then, in any such case, an amount equal to each such remaining Company payment shall thereafter be paid to Executive in substantially equal monthly installments over the continuation coverage period (or the remaining portion thereof).

In the event that Executive becomes entitled to benefits under the CIC Plan, such benefits shall be in lieu and full replacement of any benefits to which Executive would otherwise become entitled under Section 4(a) hereof and Executive shall not be entitled to receive any of the benefits described in Section 4(a) hereof. Except as expressly provided herein with respect to modification to the CIC Plan as applied to Executive, if Executive becomes entitled to benefits under the CIC Plan, the terms and conditions of the CIC Plan (as may be amended by the Company) shall remain in effect and shall control in all respects.

9.           Section 409A.

     (a)           General. To the extent applicable, this Agreement shall be interpreted in accordance with Section 409A of the Code and Department of Treasury regulations and other interpretive guidance issued thereunder. 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 of the Code and related Department of Treasury guidance, the Company shall work in good faith with 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 of the Code, including without limitation, actions intended to (i) exempt the compensation and benefits payable under this Agreement from Section 409A of the Code, and/or (ii) comply with the requirements of Section 409A of the Code and related Department of Treasury guidance; provided, however, that this Section 9(a) 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.

     (b)         Separate Payments. 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 of the Code, any separate payment or benefit under this Agreement or otherwise shall not be deemed “nonqualified deferred compensation” subject to Section 409A of the Code and Section 4(d) hereof 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 of the Code.

(c)    Certain Reimbursements.  To the extent that any payments or reimbursements provided to Executive hereunder are deemed to constitute compensation to Executive to which Treasury Regulation Section 1.409A-3(i)(1)(iv) would apply, such amounts shall be paid or reimbursed to Executive reasonably promptly, but in no event later than December 31^st 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 Executive’s right to such payments or reimbursement of any such expenses shall not be subject to liquidation or exchange for any other benefit.

10.Miscellaneous.

     (a)           Governing Law.  The rights and duties of the parties will be governed by the local law of the State of California, excluding any choice-of-law rules that would require the application of the laws of any other jurisdiction.  The parties hereto consent to the jurisdiction of the state and federal courts located in the state of California to adjudicate any disputes between such parties.

     (b)           Captions.  The captions of this Agreement are not part of the provisions hereof, rather they are included for convenience only and shall have no force or effect.

     (c)           Amendment.  The terms of this Agreement may not be amended or modified other than by a written instrument executed by the parties hereto or their respective successors.

     (d)           Withholding.  The Company may withhold from any amounts payable under this Agreement all federal, state, local and/or foreign taxes, as the Company determines to be legally required pursuant to any applicable laws or regulations.

     (e)           No Waiver.  Failure by either party hereto to insist upon strict compliance with any provision of this Agreement or to assert any right such party may have hereunder shall not be deemed to be a waiver of such provision or right or any other provision or right of this Agreement.

     (f)           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.

     (g)           Construction.  The parties hereto acknowledge and agree that each party has reviewed and negotiated the terms and provisions of this Agreement and has had the opportunity to contribute to its revision.  Accordingly, the rule of construction to the effect that ambiguities are resolved against the drafting party shall not be employed in the interpretation of this Agreement.  Rather, the terms of this Agreement shall be construed fairly as to both parties hereto and not in favor or against either party by the rule of construction abovementioned.

     (h)           Assignment.  This Agreement is binding on and for the benefit of the parties hereto and their respective successors, heirs, executors, administrators and other legal representatives.  Neither this Agreement nor any right or obligation hereunder may be assigned by Executive.

 (i)           Entire Agreement.  As of the Effective Date, this Agreement, together with the Confidentiality Agreement, any equity award agreements and the CIC Plan, constitute the final, complete and exclusive agreement and understanding between Executive and the Company with respect to the subject matter hereof and replace and supersede any and all other agreements, offers or promises, including the Prior Agreement, whether oral or written, made to Executive by the Company or any representative thereof.

     (j)           Counterparts.  This Agreement may be executed in several counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument.

IN WITNESS WHEREOF, Executive has hereunto set his hand and, pursuant to the authorization from the Committee, 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.

ON ASSIGNMENT, INC.
	/s/Peter Dameris
	Name: Peter Dameris
	Title: Chief Executive Officer

/s/James Brill

Name: James Brill