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

Date of Report (Date of earliest event reported):  August 3, 2005

On Assignment, Inc.

(Exact name of registrant as specified in its charter)

Delaware	000-20540	95-4023433
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)
26651 West Agoura Road, Calabasas, California		91302
(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 1.01  Entry into a Material Agreement

Increase in Annual Base Salaries

On August 3, 2005, the Compensation Committee of the Board of Directors of On Assignment approved an increase in the annual base salaries of four of its executive officers to the following amounts:

•Mr. Michael J. Holtzman, Senior Vice President, Finance and Chief Financial Officer, $237,000;

•Mr. Shawn Mohr, President, Healthcare Staffing and Chief Sales Officer, $265,000;

•Mr. Emmett McGrath, President, Lab Support, $240,000;

•Mr. Michael C. Payne, Senior Vice President, Shared Services and Chief Information Officer, $212,000.

RSU Grants and Contingent RSU grants

On August 3, 2005, the Compensation Committee also approved a grant of Restricted Stock Units (“RSU’s”) and Contingent RSU grants.  The Contingent RSU grants reflect the right to receive RSU’s in the event the stockholders approve at the next annual meeting an amendment to the 1987 Stock Option Plan, as amended and restated on March 11, 2003, to increase the number of RSU’s that can be granted under the plan.  The Contingent RSU grants have been denominated in dollars, reflecting the underlying stock value of the RSU’s to be granted. The following grants of RSU’s and Contingent RSU grants were made to the following executive officers:

	Restricted Stock Units	Contingent RSU grant
Peter Dameris	—	$	1,200,000
Michael Holtzman	24,712	$	459,425
Emmett McGrath	24,712	$	459,425
Shawn Mohr	24,712	$	459,425
Michael Payne	21,382	$	150,000

The RSU’s are subject to a four year vesting provision.  One quarter of the total number of RSU’s granted will vest on the first anniversary of the grant date and one-sixteenth of the total number granted will vest each quarter thereafter so long as the executive remains employed with On Assignment.  Subject to each executive’s employment agreement, if the executive’s employment with us is terminated for any reason, the unvested portion of the RSU’s will be forfeited as of the termination date.  The foregoing description of the grant of RSU’s does not purport to be complete and is qualified in its entirety by reference to the form of Stock Unit Agreement, a copy of which is attached hereto as Exhibit 10.1 and incorporated herein by reference

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The Contingent RSU grants will be payable in RSU’s if the executive is employed with us through the date of our 2006 Annual Stockholders Meeting.  The number of RSU’s granted, if the stockholders approve the amendment to the 1987 Stock Option Plan, will be determined based on the closing price of our common stock on the trading date immediately before our 2006 Annual Stockholders Meeting.  If the Company undergoes a Change of Control (as defined in the Contingent RSU grant Letter) before our 2006 Annual Stockholders Meeting, and the executive is employed with us at that time, the executive will receive compensation substantially equivalent in value pursuant to the terms of such executive’s Contingent RSU grant Letter.

The Contingent RSU grants are subject to stockholder approval of an amendment to our 1987 Stock Option Plan increasing the number of shares available for grant as awards other than stock options.  If stockholder approval is not obtained at our 2006 Annual Stockholders Meeting and a Change of Control has not occurred by that date, the executives will not be granted any common stock or cash and the Contingent RSU grant will immediately lapse.  RSU’s issued pursuant to the Contingent RSU grants will be subject to a vesting schedule of thirteen equal quarterly installments.

The foregoing description of the Contingent RSU grants does not purport to be complete and is qualified in its entirety by reference to the Contingent RSU grant Letter for each of the executives, copies of which are attached hereto as Exhibits 10.2 through 10.6 and incorporated herein by reference.

Stock Grants to Non-Employee Board Members

On August 3, 2005, the Compensation Committee approved a grant of 4,500 shares of common stock to each of the Company’s non-employee members of the Board of Directors for their services as board members.  These shares are fully vested as of their grant date and were issued in lieu of annual option grants issued to non-employee directors in previous years.

Item 9.01  Financial Statements and Exhibits

(c)  Exhibits

Exhibit Number	Description
10.1	Form of Restricted Stock Unit Agreement
10.2	Contingent RSU Grant Letter for Peter Dameris
10.3	Contingent RSU Grant Letter for Michael Holtzman
10.4	Contingent RSU Grant Letter for Emmett McGrath
10.5	Contingent RSU Grant Letter for Shawn Mohr
10.6	Contingent RSU Grant Letter for Michael Payne

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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: August 5, 2005	/s/ Peter T. Dameris
	Peter T. Dameris
	Chief Executive Officer and President

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EX-10.1

Exhibit 10.1

Form of Restricted Stock Unit Agreement

Grant No.:

ON ASSIGNMENT, INC.

RESTATED 1987 STOCK OPTION PLAN

(as amended and restated April 18, 2003)

STOCK UNIT AGREEMENT

On Assignment, Inc., a Delaware corporation (the “Company”), hereby grants stock units relating to shares of its common stock, $.01 par value (the “Stock”), to the individual named below as the Grantee, subject to the vesting conditions set forth in the attachment.  Additional terms and conditions of the grant are set forth in this cover sheet, in the attachment and in the Company’s Restated 1987 Stock Option Plan (the “Plan”).

Grant Date:	, 20
Name of Grantee:
Grantee’s Employee Identification Number:		-	-
Number of Stock Units Covered by Grant:

By signing this cover sheet, you agree to all of the terms and conditions described in this Agreement and in the Plan, a copy of which will be provided on request.  You acknowledge that you have carefully reviewed the Plan and agree that the Plan will control in the event any provision of this Agreement should appear to be inconsistent with the terms of the Plan.

Grantee:
	(Signature)
Company:
	(Signature)
	Title:

Attachment

This is not a stock certificate or a negotiable instrument.

ON ASSIGNMENT, INC.

RESTATED 1987 STOCK OPTION PLAN

STOCK UNIT AGREEMENT

Stock Unit Transferability	This grant is an award of stock units in the number of units set forth on the cover sheet, subject to the vesting conditions described below (“Stock Units”). Your Stock Units may not be transferred, assigned, pledged or hypothecated, whether by operation of law or otherwise, nor may the Stock Units be made subject to execution, attachment or similar process.
Definitions	Capitalized terms not defined in this Agreement are defined in the Plan, and have the meaning set forth in the Plan.
Vesting	Your Stock Unit grant vests as to twenty five percent (25%) of the total number of Stock Units shown on the cover sheet on August 3, 2006, as long as you continue to be a Service Provider on that date. An additional one-sixteenth (1/16) of the Stock Units under this Stock Unit grant (as shown on the cover sheet) will become vested on each of the following dates; provided, that, you then continue in Service: Vesting Dates November 3, 2006 February 3, 2007 May 3, 2007 August 3, 2007 November 3, 2007 February 3, 2008 May 3, 2008 August 3, 2008 November 3, 2008 February 3, 2009 May 3, 2009 August 3, 2009
	The resulting aggregate number of vested Stock Units will be rounded down to the nearest whole number of Stock Units. You may not vest in more than the number of Stock Units covered by this grant.
	No additional Stock Units will vest after your Service has terminated for any reason.
Forfeiture of Unvested Units	In the event that your Service terminates for any reason, unless otherwise provided in an applicable employment agreement between you and the Company or an Affiliate, you will forfeit all

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	of the Stock Units that have not yet vested.
Delivery of Stock Pursuant to Vested Units	On each Vesting Date, a certificate for the shares of Stock represented by the Stock Units that became vested on that Vesting Date shall be delivered to you (or at the Company’s option an appropriate book-entry shall be made representing the issuance of the Stock), subject to the paragraph below regarding withholding taxes. Once the share of Stock represented by a vested Stock Unit has been delivered or otherwise issued to you, you shall have no further rights with regard to the Stock Unit.
Leaves of Absence	For purposes of this Stock Unit grant, your Service does not terminate when you go on a bona fide employee leave of absence that was approved by the Company in writing, if the terms of the leave provide for continued Service crediting, or when continued Service crediting is required by applicable law. However, your Service will be treated as terminating three months after you went on employee leave, unless your right to return to active work is guaranteed by law or by a contract. Your Service terminates in any event when the approved leave ends unless you immediately return to active employee work.
	The Company determines, in its sole discretion, which leaves count for this purpose, and when your Service terminates for all purposes under the Plan.
Withholding Taxes	You agree, as a condition of this grant, that you will make acceptable arrangements to pay any withholding or other taxes that may be due as a result of vesting in Stock Units or your acquisition of Stock under this grant. In the event that the Company determines that any federal, state, local or foreign tax or withholding payment is required relating to this grant, the Company will have the right to: (i) require that you arrange such payments to the Company, (ii) withhold such amounts from other payments due to you from the Company or any Affiliate, or (iii) cause an immediate forfeiture of shares of Stock subject to the Restricted Units granted pursuant to this Agreement in an amount equal to the withholding or other taxes due.
Retention Rights	This Agreement does not give you the right to be retained or employed by the Company (or any Affiliates) in any capacity. The Company (and any Affiliate) reserve the right to terminate your Service at any time and for any reason.
Shareholder Rights	You do not have any of the rights of a shareholder with respect to the Stock Units unless and until the Stock relating to the Stock Units has been delivered to you. You will, however, be entitled to receive, upon the Company’s payment of a cash dividend on its outstanding Stock, a cash payment for each Stock Unit that you then hold equal to the per-share dividend paid on the Stock. Such cash payment will be deemed reinvested in additional Stock Units

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	at a price per unit equal to the Fair Market Value of a share of Stock on the date that such dividend is paid.
Adjustments	In the event of a stock split, a stock dividend or a similar change in the Company stock, the number of Stock Units covered by this grant will be adjusted (and rounded down to the nearest whole number) in accordance with the terms of Section 18 of the Plan.
Corporate Transaction	Your Stock Unit grant shall immediately vest in full, in the event of, and contingent upon the consummation of, any Corporate Transaction (as defined in the Plan), except to the extent the obligation to issue shares in connection with the Stock Unit grant is assumed by the successor corporation (or parent thereof), or replaced with stock units relating to the common stock of the successor corporation (or parent thereof) in connection with such Corporate Transaction. In the event that the obligation to issue shares in connection with the Stock Unit grant is assumed or substituted for by the successor corporation (or parent thereof) in connection with such Corporate Transaction, the Stock Unit grant shall continue to vest in accordance with the schedule set forth in this Stock Unit Agreement.
Applicable Law	This Agreement will be interpreted and enforced under the laws of the State of California, other than any conflicts or choice of law rule or principle that might otherwise refer construction or interpretation of this Agreement to the substantive law of another jurisdiction.
Data Privacy	In order to administer the Plan, the Company may process personal data about you. Such data includes but is not limited to the information provided in this Agreement and any changes thereto, other appropriate personal and financial data about you such as home address and business addresses and other contact information, payroll information and any other information that might be deemed appropriate by the Company to facilitate the administration of the Plan.
	By accepting this Stock Unit grant, you give explicit consent to the Company to process any such personal data. You also give explicit consent to the Company to transfer any such personal data outside the country in which you work or are employed, including, with respect to non-U.S. resident Grantees, to the United States, to transferees who shall include the Company and other persons who are designated by the Company to administer the Plan.
Consent to Electronic Delivery	The Company may choose to deliver certain statutory materials relating to the Plan in electronic form. By accepting this Stock Unit grant you agree that the Company may deliver the Plan prospectus and the Company’s annual report to you in an electronic format. If at any time you would prefer to receive paper copies of these documents, as you are entitled to, the Company

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would be pleased to provide copies. Please contact Julie Hernandez at (818) 878-3136 to request paper copies of these documents.

The Plan

The text of the Plan is incorporated in this Agreement by reference. This Agreement, the Plan, and an applicable employment agreement with the Company, if any, constitute the entire understanding between you and the Company regarding this grant of Stock Units. Any prior agreements, commitments or negotiations concerning this grant are superseded. The Plan will control in the event any provision of this Agreement should appear to be inconsistent with the terms of the Plan.

By signing the cover sheet of this Agreement, you agree to all of the terms and
conditions described above and in the Plan.

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EX-10.2

Exhibit 10.2

Date:	August 3, 2005
To:	Peter T. Dameris
From:	Michael J. Holtzman, Senior Vice President, Finance and Chief Financial Officer
RE:	Notice of Contingent Restricted Stock Unit Award

You were granted a Contingent Restricted Stock Unit Award (an “Award”) from On Assignment, Inc. (the “Company”) on August 3, 2005. Your Award is subject to certain terms and conditions in this letter.

1.Amount of your Award: The amount of your Award is $1,200,000, payable in stock units or cash as specified in paragraph 2 below.

2.Payment of Your Award:  Subject to approval of the Plan Amendment (as described in paragraph 3 below), if you remain employed by the Company until the date of the Company’s 2006 Annual Shareholders Meeting, you will be granted stock units representing shares of the Company’s common stock with a value equal to the amount of your Award.  The value will be determined based on the closing price of the Company’s common stock on the date immediately prior to the Company’s 2006 Annual Shareholders Meeting.

Notwithstanding the preceding paragraph, if the Company under goes a Change of Control (as defined in your Executive Change of Control Agreement with the Company) prior to the Company’s 2006 Annual Shareholders Meeting and you remain employed by the Company until the Change of Control, the amount of your Award as set forth in paragraph 1 will be paid to you in cash (less applicable withholding taxes) upon the consummation of the Change of Control, and you shall not receive a grant of stock units.  If your employment is terminated by the Company without Cause (as defined in your Executive Change of Control Agreement) during the period commencing with the Company entering into a definitive agreement that would result in a Change of Control and ending with the consummation of the Change of Control, you shall be considered to have been employed until the Change of Control for the purpose of this paragraph 2.

3.Other Important Terms and Conditions:  Your Award is contingent upon the approval by the Company’s Board of Directors (the “Board”) and the shareholders of the Company of an amendment to the Restated 1987 Stock Option Plan (the “Plan”) increasing the number of shares available for grant as awards other than stock options (the “Plan Amendment”), except to the extent a

Change of Control occurs prior to the date of the Company’s 2006 Annual Shareholders Meeting.  If the Board and the shareholders of the Company do not approve the Plan Amendment at or prior to the Company’s 2006 Annual Shareholders Meeting, and a Change of Control has not occurred prior to the date of the Company’s 2006 Annual Shareholders Meeting, you will not be granted stock units or receive a cash payment in respect of your Award and your Award will immediately lapse.

If the Board and the Company’s shareholders approve the Plan Amendment and you are granted stock units in satisfaction of your Award, the stock units will be subject to the terms and conditions determined by the Compensation Committee, including a required vesting schedule of thirteen equal quarterly installments, except as otherwise provided in your Executive Change of Control Agreement with the Company.  Any payment of your Award shall be reduced for applicable withholding taxes.

EX-10.3

Exhibit 10.3

Date:	August 3, 2005
To:	Michael J. Holtzman
From:	Peter T. Dameris, Chief Executive Officer and President
RE:	Notice of Contingent Restricted Stock Unit Award

You were granted a Contingent Restricted Stock Unit Award (an “Award”) from On Assignment, Inc. (the “Company”) on August 3, 2005. Your Award is subject to certain terms and conditions in this letter.

1.Amount of your Award: The amount of your Award is $459,425, payable in stock units or cash as specified in paragraph 2 below.

2.Payment of Your Award:  Subject to approval of the Plan Amendment (as described in paragraph 3 below), if you remain employed by the Company until the date of the Company’s 2006 Annual Shareholders Meeting, you will be granted stock units representing shares of the Company’s common stock with a value equal to the amount of your Award.  The value will be determined based on the closing price of the Company’s common stock on the date immediately prior to the Company’s 2006 Annual Shareholders Meeting.

Notwithstanding the preceding paragraph, if the Company under goes a Change of Control (as defined in your Executive Change of Control Agreement with the Company) prior to the Company’s 2006 Annual Shareholders Meeting and you remain employed by the Company until the Change of Control, the amount of your Award as set forth in paragraph 1 will be paid to you in cash (less applicable withholding taxes) upon the consummation of the Change of Control, and you shall not receive a grant of stock units.  If your employment is terminated by the Company without Cause (as defined in your Executive Change of Control Agreement) during the period commencing with the Company entering into a definitive agreement that would result in a Change of Control and ending with the consummation of the Change of Control, you shall be considered to have been employed until the Change of Control for the purpose of this paragraph 2.

3.Other Important Terms and Conditions:  Your Award is contingent upon the approval by the Company’s Board of Directors (the “Board”) and the shareholders of the Company of an amendment to the Restated 1987 Stock Option Plan (the “Plan”) increasing the number of shares available for grant as awards other than stock options (the “Plan Amendment”), except to the extent a Change of Control occurs prior to the date of the Company’s 2006 Annual

Shareholders Meeting.  If the Board and the shareholders of the Company do not approve the Plan Amendment at or prior to the Company’s 2006 Annual Shareholders Meeting, and a Change of Control has not occurred prior to the date of the Company’s 2006 Annual Shareholders Meeting, you will not be granted stock units or receive a cash payment in respect of your Award and your Award will immediately lapse.

If the Board and the Company’s shareholders approve the Plan Amendment and you are granted stock units in satisfaction of your Award, the stock units will be subject to the terms and conditions determined by the Compensation Committee, including a required vesting schedule of thirteen equal quarterly installments, except as otherwise provided in your Executive Change of Control Agreement with the Company.  Any payment of your Award shall be reduced for applicable withholding taxes.

EX-10.4

Exhibit 10.4

Date:	August 3, 2005
To:	Emmett McGrath
From:	Peter Dameris, Chief Executive Officer and President
RE:	Notice of Contingent Restricted Stock Unit Award

You were granted a Contingent Restricted Stock Unit Award (an “Award”) by On Assignment, Inc. (the “Company”) on August 3, 2005. Your Award is subject to certain terms and conditions in this letter.

1.Amount of your Award: The amount of your Award is $459,425, payable in stock units or cash as specified in paragraph 2 below.

2.Payment of Your Award:  Subject to approval of the Plan Amendment (as described in paragraph 3 below), if you remain employed by the Company until the date of the Company’s 2006 Annual Shareholders Meeting, you will be granted stock units representing shares of the Company’s common stock with a value equal to the amount of your Award.  The value will be determined based on the closing price of the Company’s common stock on the date immediately prior to the Company’s 2006 Annual Shareholders Meeting.

Notwithstanding the preceding paragraph, if the Company under goes a Change of Control (as defined in the attachment to this letter) prior to the Company’s 2006 Annual Shareholders Meeting and you remain employed by the Company (or its successor) until the Change of Control, upon the consummation of the Change of Control, you will receive a grant of stock units representing shares of the Company’s common stock (or the common stock of the Company’s successor as determined by the Company’s Board of Directors), with a value equal to the amount of your Award.  The value will be determined based on the closing price of the Company’s common stock on the date immediately prior to the consummation of the Change of Control.

If in connection with a Change of Control the Company fails to obtain the agreement of the buyer to issue stock units in settlement of your Award or the Company otherwise determines that stock units cannot be issued, in lieu of being granted stock units, you will instead be paid an amount in cash (less applicable withholding taxes) upon the consummation of the Change of Control equal to the amount of your Award as shown in paragraph 1 above; provided, that, you remain employed by the Company (or its successor) at the time of the consummation of the Change of Control.

3.Other Important Terms and Conditions:  Your Award is

contingent upon the approval by the Company’s Board of Directors (the “Board”) and the shareholders of the Company of an amendment to the Restated 1987 Stock Option Plan (the “Plan”) increasing the number of shares available for grant as awards other than stock options (the “Plan Amendment”), except to the extent a Change of Control occurs prior to the date of the Company’s 2006 Annual Shareholders Meeting.  If the Board and the shareholders of the Company do not approve the Plan Amendment at or prior to the Company’s 2006 Annual Shareholders Meeting, and a Change of Control has not occurred prior to the date of the Company’s 2006 Annual Shareholders Meeting, you will not be granted stock units or receive a cash payment in respect of your Award and your Award will immediately lapse.

If the Board and the Company’s shareholders approve the Plan Amendment (or a Change of Control occurs) and you are granted stock units in satisfaction of your Award, the stock units will be subject to the terms and conditions determined by the Compensation Committee, including a required vesting schedule of thirteen equal quarterly installments.  Any payment of your Award shall be reduced for applicable withholding taxes.

Definition of a Change of Control

A “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 letter), individuals who at the beginning of such period constitute the Board of Directors of the Company (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 constituted a majority thereof; provided, however, that any individual becoming a director subsequent to the date of this letter 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 of this letter (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.

EX-10.5

Exhibit 10.5

Date:	August 3, 2005
To:	Shawn Mohr
From:	Peter Dameris, Chief Executive Officer and President
RE:	Notice of Contingent Restricted Stock Unit Award

You were granted a Contingent Restricted Stock Unit Award (an “Award”) by On Assignment, Inc. (the “Company”) on August 3, 2005. Your Award is subject to certain terms and conditions in this letter.

1.Amount of your Award: The amount of your Award is $459,425, payable in stock units or cash as specified in paragraph 2 below.

2.Payment of Your Award:  Subject to approval of the Plan Amendment (as described in paragraph 3 below), if you remain employed by the Company until the date of the Company’s 2006 Annual Shareholders Meeting, you will be granted stock units representing shares of the Company’s common stock with a value equal to the amount of your Award.  The value will be determined based on the closing price of the Company’s common stock on the date immediately prior to the Company’s 2006 Annual Shareholders Meeting.

Notwithstanding the preceding paragraph, if the Company under goes a Change of Control (as defined in the attachment to this letter) prior to the Company’s 2006 Annual Shareholders Meeting and you remain employed by the Company (or its successor) until the Change of Control, upon the consummation of the Change of Control, you will receive a grant of stock units representing shares of the Company’s common stock (or the common stock of the Company’s successor as determined by the Company’s Board of Directors), with a value equal to the amount of your Award.  The value will be determined based on the closing price of the Company’s common stock on the date immediately prior to the consummation of the Change of Control.

If in connection with a Change of Control the Company fails to obtain the agreement of the buyer to issue stock units in settlement of your Award or the Company otherwise determines that stock units cannot be issued, in lieu of being granted stock units, you will instead be paid an amount in cash (less applicable withholding taxes) upon the consummation of the Change of Control equal to the amount of your Award as shown in paragraph 1 above; provided, that, you remain employed by the Company (or its successor) at the time of the consummation of the Change of Control.

3.Other Important Terms and Conditions:  Your Award is

contingent upon the approval by the Company’s Board of Directors (the “Board”) and the shareholders of the Company of an amendment to the Restated 1987 Stock Option Plan (the “Plan”) increasing the number of shares available for grant as awards other than stock options (the “Plan Amendment”), except to the extent a Change of Control occurs prior to the date of the Company’s 2006 Annual Shareholders Meeting.  If the Board and the shareholders of the Company do not approve the Plan Amendment at or prior to the Company’s 2006 Annual Shareholders Meeting, and a Change of Control has not occurred prior to the date of the Company’s 2006 Annual Shareholders Meeting, you will not be granted stock units or receive a cash payment in respect of your Award and your Award will immediately lapse.

If the Board and the Company’s shareholders approve the Plan Amendment (or a Change of Control occurs) and you are granted stock units in satisfaction of your Award, the stock units will be subject to the terms and conditions determined by the Compensation Committee, including a required vesting schedule of thirteen equal quarterly installments.  Any payment of your Award shall be reduced for applicable withholding taxes.

Definition of a Change of Control

A “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 letter), individuals who at the beginning of such period constitute the Board of Directors of the Company (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 constituted a majority thereof; provided, however, that any individual becoming a director subsequent to the date of this letter 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 of this letter (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.

EX-10.6

Exhibit 10.6

Date:	August 3, 2005
To:	Michael Payne
From:	Peter Dameris, Chief Executive Officer and President
RE:	Notice of Contingent Restricted Stock Unit Award

You were granted a Contingent Restricted Stock Unit Award (an “Award”) by On Assignment, Inc. (the “Company”) on August 3, 2005. Your Award is subject to certain terms and conditions in this letter.

1.Amount of your Award: The amount of your Award is $150,000, payable in stock units or cash as specified in paragraph 2 below.

2.Payment of Your Award:  Subject to approval of the Plan Amendment (as described in paragraph 3 below), if you remain employed by the Company until the date of the Company’s 2006 Annual Shareholders Meeting, you will be granted stock units representing shares of the Company’s common stock with a value equal to the amount of your Award.  The value will be determined based on the closing price of the Company’s common stock on the date immediately prior to the Company’s 2006 Annual Shareholders Meeting.

Notwithstanding the preceding paragraph, if the Company under goes a Change of Control (as defined in the attachment to this letter) prior to the Company’s 2006 Annual Shareholders Meeting and you remain employed by the Company (or its successor) until the Change of Control, upon the consummation of the Change of Control, you will receive a grant of stock units representing shares of the Company’s common stock (or the common stock of the Company’s successor as determined by the Company’s Board of Directors), with a value equal to the amount of your Award.  The value will be determined based on the closing price of the Company’s common stock on the date immediately prior to the consummation of the Change of Control.

If in connection with a Change of Control the Company fails to obtain the agreement of the buyer to issue stock units in settlement of your Award or the Company otherwise determines that stock units cannot be issued, in lieu of being granted stock units, you will instead be paid an amount in cash (less applicable withholding taxes) upon the consummation of the Change of Control equal to the amount of your Award as shown in paragraph 1 above; provided, that, you remain employed by the Company (or its successor) at the time of the consummation of the Change of Control.

3.Other Important Terms and Conditions:  Your Award is contingent upon the approval by the Company’s Board of Directors (the “Board”) and the shareholders of the Company of an amendment to the Restated 1987 Stock Option Plan (the “Plan”) increasing the number of shares available for grant as awards other than stock options (the “Plan Amendment”), except to the extent a Change of Control occurs prior to the date of the Company’s 2006 Annual Shareholders Meeting.  If the Board and the shareholders of the Company do not approve the Plan Amendment at or prior to the Company’s 2006 Annual Shareholders Meeting, and a Change of Control has not occurred prior to the date of the Company’s 2006 Annual Shareholders Meeting, you will not be granted stock units or receive a cash payment in respect of your Award and your Award will immediately lapse.

If the Board and the Company’s shareholders approve the Plan Amendment (or a Change of Control occurs) and you are granted stock units in satisfaction of your Award, the stock units will be subject to the terms and conditions determined by the Compensation Committee, including a required vesting schedule of thirteen equal quarterly installments.  Any payment of your Award shall be reduced for applicable withholding taxes.

Definition of a Change of Control

A “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 letter), individuals who at the beginning of such period constitute the Board of Directors of the Company (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 constituted a majority thereof; provided, however, that any individual becoming a director subsequent to the date of this letter 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 of this letter (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.