Exhibit 10.22


 


Option No.: «ISO_Option_»


Grant
Split


 


ON ASSIGNMENT, INC.
RESTATED 1987 STOCK OPTION PLAN

(as amended and restated April 18, 2003)


 


INCENTIVE STOCK OPTION AGREEMENT


 


On Assignment, Inc., a Delaware corporation (the “Company”), hereby
grants an option to purchase shares of its common stock, $.01 par value, (the “Stock”)
to the optionee named below.  The terms
and conditions of the option are set forth in this cover sheet, in the
attachment, and in the Company’s Restated 1987 Stock Option Plan (the “Plan”).


 


Grant Date:                                «Grant_Date»


 


Name of Optionee:                                            «First_Name» «Last_Name»


 


Optionee’s Social Security Number:                                           «SSN»


 


Number of Shares Covered by Option:                                   «ISO_Shares» shares


 


Option Price per Share:             $«Share_Price»
(At least 100% of Fair Market Value)


 


Vesting
Start Date:                                      «Vesting_Date»


 


By
signing this cover sheet, you agree to all of the terms and conditions
described in the attached Agreement and in the Plan, a copy of which is also
attached.  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.


 


	
  Optionee:

  	
   

  	
   

  
	
  (Signature)

  
	
   

  
	
  Company:

  	
   

  	
   

  
	
  Peter Dameris

  
	
  President and Chief Executive Officer

  



 


Attachment


 


This is not a
stock certificate or a negotiable instrument.


 





















 


ON ASSIGNMENT, INC.

RESTATED 1987 STOCK OPTION PLAN


 


INCENTIVE STOCK OPTION AGREEMENT


 


	
  Incentive
  Stock Option

  	
   

  	
  This option is
  intended to be an incentive stock option under Section 422 of the Internal
  Revenue Code and will be interpreted accordingly. If you cease to be an
  employee of the Company, its parent or a subsidiary (“Employee”) but continue
  to provide Service, this option will be deemed a nonstatutory stock option
  three months after you cease to be an Employee. In addition, to the extent
  that all or part of this option exceeds the $100,000 rule of section 422(d)
  of the Internal Revenue Code, this option or the lesser excess part will be
  deemed to be a nonstatutory stock option.

  
	
   

  	
   

  	
   

  
	
  Vesting

  	
   

  	
  This option is
  only exercisable before it expires and then only with respect to the vested
  portion of the option. Subject to the preceding sentence, you may exercise
  this option, in whole or in part, to purchase a whole number of vested shares
  not less than 100 shares, unless the number of shares purchased is the total
  number available for purchase under the option, by following the procedures
  set forth in the Plan and below in this Agreement. 

   

  Your right to
  purchase shares of Stock under this option vests as to one-fourth (1/4) of
  the total number of shares covered by this option, as shown on the cover
  sheet (the “Option Shares”), on the one-year anniversary of the Vesting Start
  Date (“Anniversary Date”), provided you then continue in Service. Thereafter,
  for each such vesting date that you remain in Service, the number of shares
  of Stock which you may purchase under this option shall vest at the rate of
  one-forty eighth (1/48) of the Option Shares per month as of the first day of
  each month following the month of the Anniversary Date. The resulting
  aggregate number of vested shares will be rounded to the nearest whole
  number, and you cannot vest in more than the number of shares covered by this
  option. 

   

  No additional
  shares of Stock will vest after your Service has terminated for any reason.

  
	
   

  	
   

  	
   

  
	
  Term

  	
   

  	
  Your option will
  expire in any event at the close of business at Company headquarters on the
  day before the 10th anniversary of the Grant Date, as shown on the cover
  sheet (the “Expiration Date”). Your option will expire earlier if your
  Service terminates, as described below.

  



 





















 


	
  Regular
  Termination

  	
   

  	
  If your Service
  terminates for any reason, other than death, Disability or Cause, then your
  option will expire at the close of business at Company headquarters on the
  earlier of one day less than three (3) months after your termination date or
  the Expiration Date.

  
	
   

  	
   

  	
   

  
	
  Termination
  for Cause

  	
   

  	
  If your Service
  is terminated for Cause, then you shall immediately forfeit all rights to
  your option and the option shall immediately expire.

  
	
   

  	
   

  	
   

  
	
  Death

  	
   

  	
  If your Service
  terminates because of your death, then your option will expire at the close
  of business at Company headquarters on the date that is the earlier of three
  (3) years after the date of death or the Expiration Date. During that three-year
  period, your estate or heirs may exercise the vested portion of your option. 

   

  In addition, if
  you die during the three (3) month period described in connection with a
  regular termination (i.e., a termination of your Service not on account of
  your death, Disability or Cause), and a vested portion of your option has not
  yet been exercised, then your option will instead expire on the earlier of
  the date three (3) years after your termination date or the Expiration Date.
  In such a case, during the period following your death up to the date three
  (3) years after your termination date, your estate or heirs may exercise the
  vested portion of your option, but in no event after the Expiration Date.

  
	
   

  	
   

  	
   

  
	
  Disability

  	
   

  	
  If your Service
  terminates because of your Disability, then your option will expire at the
  earlier of the close of business at Company headquarters on the date twelve
  (12) months after your termination date or the Expiration Date.

  
	
   

  	
   

  	
   

  
	
  Leaves
  of Absence

  	
   

  	
  For purposes of
  this option, 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.

  



 


1





















 


	
  Notice
  of Exercise

  	
   

  	
  When you wish to
  exercise this option, you must notify the Company by filing the proper
  “Notice of Exercise” form at the address given on the form. Your notice must
  specify how many shares you wish to purchase (in a parcel of at least 100
  shares generally). Your notice must also specify how your shares of Stock
  should be registered (in your name only or in your and your spouse’s names as
  joint tenants with right of survivorship). The notice will be effective when
  it is received by the Company. 

   

  If someone else
  wants to exercise this option after your death, that person must prove to the
  Company’s satisfaction that he or she is entitled to do so.

  
	
   

  	
   

  	
   

  
	
  Form of
  Payment

  	
   

  	
  When you submit
  your notice of exercise, you must include payment of the option price for the
  shares you are purchasing. Payment may be made in one (or a combination) of
  the following forms: 

   

  •             Cash,
  your personal check, a cashier’s check, a money order or another cash
  equivalent acceptable to the Company. 

  •             Shares
  of Stock which have already been owned by you for more than six months and
  which are surrendered to the Company. The value of the shares, determined as
  of the effective date of the option exercise, will be applied to the option
  price. 

  •             By
  delivery (on a form prescribed by the Company) of an irrevocable direction to
  a licensed securities broker acceptable to the Company to sell Stock and to
  deliver all or part of the sale proceeds to the Company in payment of the
  aggregate option price and any withholding taxes (if approved in advance by
  the Compensation Committee of the Board if you are either an executive
  officer or a director of the Company).

  
	
   

  	
   

  	
   

  
	
  Withholding
  Taxes

  	
   

  	
  You will not be
  allowed to exercise this option unless you make acceptable arrangements to
  pay any withholding or other taxes that may be due as a result of the option
  exercise or sale of Stock acquired under this option. In the event that the
  Company determines that any federal, state, local or foreign tax or
  withholding payment is required relating to the exercise or sale of shares
  arising from this grant, the Company shall have the right to require such
  payments from you, or withhold such amounts from other payments due to you
  from the Company or any Affiliate.

  



 


2





















 


	
  Transfer
  of Option

  	
   

  	
  During your
  lifetime, only you (or, in the event of your legal incapacity or
  incompetency, your guardian or legal representative) may exercise the option.
  You cannot transfer or assign this option. For instance, you may not sell
  this option or use it as security for a loan. If you attempt to do any of
  these things, this option will immediately become invalid. You may, however,
  dispose of this option in your will or it may be transferred upon your death
  by the laws of descent and distribution. 

   

  Regardless of
  any marital property settlement agreement, the Company is not obligated to
  honor a notice of exercise from your spouse, nor is the Company obligated to
  recognize your spouse’s interest in your option in any other way.

  
	
   

  	
   

  	
   

  
	
  Retention
  Rights

  	
   

  	
  Neither your
  option nor this Agreement gives you the right to be retained by the Company
  (or any Parent, Subsidiaries or Affiliates) in any capacity. The Company (and
  any Parent, Subsidiaries or Affiliates) reserves the right to terminate your
  Service at any time and for any reason.

  
	
   

  	
   

  	
   

  
	
  Shareholder
  Rights

  	
   

  	
  You, or your
  estate or heirs, have no rights as a shareholder of the Company until a
  certificate for your option’s shares has been issued (or an appropriate book
  entry has been made). No adjustments are made for dividends or other rights
  if the applicable record date occurs before your stock certificate is issued
  (or an appropriate book entry has been made), except as described in the
  Plan.

  
	
   

  	
   

  	
   

  
	
  Adjustments

  	
   

  	
  In the event of
  a stock split, a stock dividend or a similar change in the Stock, the number
  of shares covered by this option and the option price per share shall be
  adjusted (and rounded down to the nearest whole number) if required pursuant
  to the Plan. Your option shall be subject to the terms of the agreement of
  merger, liquidation or reorganization in the event the Company is subject to
  such corporate activity.

  
	
   

  	
   

  	
   

  
	
  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.

  
	
   

  	
   

  	
   

  
	
  The
  Plan

  	
   

  	
  The text of the
  Plan is incorporated in this Agreement by reference. Certain capitalized
  terms used in this Agreement are defined in the Plan, and have the meaning
  set forth in the Plan. 

   

  This Agreement
  and the Plan constitute the entire understanding between you and the Company
  regarding this option. Any prior agreements, commitments or negotiations
  concerning this option are superseded.

  



 


3





















 


	
  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 option, 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 Optionees, 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 option 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 would be pleased to
  provide copies. Please contact Julie Hernandez at 818.878.3136 to request
  paper copies of these documents.

  
	
   

  	
   

  	
   

  
	
  Certain
  Dispositions

  	
   

  	
  If you sell or
  otherwise dispose of Stock acquired pursuant to the exercise of this option
  sooner than the one year anniversary of the date you acquired the Stock, then
  you agree to notify the Company in writing of the date of sale or
  disposition, the number of share of Stock sold or disposed of and the sale
  price per share within 30 days of such sale or disposition.

  



 


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


 


4





















 


Option No.: «NQ_Option_»


Grant
Split


 


ON ASSIGNMENT, INC.

RESTATED 1987 STOCK OPTION PLAN

(as amended and restated April 18, 2003)


 


NONQUALIFIED STOCK OPTION AGREEMENT


 


On Assignment,
Inc., a Delaware corporation (the “Company”), hereby grants an option to
purchase shares of its common stock, $.01 par value, (the “Stock”) to the
optionee named below.  The terms and
conditions of the option are set forth in this cover sheet, in the attachment,
and in the Company’s Restated 1987 Stock Option Plan (the “Plan”).


 


Grant Date:                                «Grant_Date»


 


Name of Optionee:                                            «First_Name» «Last_Name»


 


Optionee’s Social Security Number:                                           «SSN»


 


Number of Shares Covered by Option:                                   «NQ_Shares» shares


 


Option Price per Share:             $«Share_Price»
(At least 100% of Fair Market Value)


 


Vesting
Start Date:                                      «Vesting_Date»


 


By
signing this cover sheet, you agree to all of the terms and conditions
described in the attached Agreement and in the Plan, a copy of which is also
attached.  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.


 


	
  Optionee:

  	
   

  	
   

  
	
  (Signature)

  
	
   

  
	
  Company:

  	
   

  	
   

  
	
  Peter Dameris

  
	
  President and Chief Executive Officer

  



 


Attachment


 


This is not a stock certificate or a negotiable instrument.


 





















 


ON ASSIGNMENT, INC.

RESTATED 1987 STOCK OPTION PLAN


 


NONQUALIFIED STOCK OPTION AGREEMENT


 


	
  Nonqualified Stock Option

  	
   

  	
  This option is
  not intended to be an incentive stock option under Section 422 of the
  Internal Revenue Code and will be interpreted accordingly.

  
	
   

  	
   

  	
   

  
	
  Vesting

  	
   

  	
  This option is
  only exercisable before it expires and then only with respect to the vested
  portion of the option. Subject to the preceding sentence, you may exercise
  this option, in whole or in part, to purchase a whole number of vested shares
  not less than 100 shares, unless the number of shares purchased is the total
  number available for purchase under the option, by following the procedures
  set forth in the Plan and below in this Agreement. 

   

  Your right to
  purchase shares of Stock under this option vests as to one-fourth (1/4) of
  the total number of shares covered by this option, as shown on the cover
  sheet (the “Option Shares”), on the one-year anniversary of the Vesting Start
  Date (“Anniversary Date”), provided you then continue in Service. Thereafter,
  for each such vesting date that you remain in Service, the number of shares
  of Stock which you may purchase under this option shall vest at the rate of
  one-forty eighth (1/48) of the Option Shares per month as of the first day of
  each month following the month of the Anniversary Date. The resulting
  aggregate number of vested shares will be rounded to the nearest whole number,
  and you cannot vest in more than the number of shares covered by this option.
  

   

  No additional
  shares of Stock will vest after your Service has terminated for any reason.

  
	
   

  	
   

  	
   

  
	
  Term

  	
   

  	
  Your option will
  expire in any event at the close of business at Company headquarters on the
  day before the 10th anniversary of the Grant Date, as shown on the cover
  sheet (the “Expiration Date”). Your option will expire earlier if your
  Service terminates, as described below.

  
	
   

  	
   

  	
   

  
	
  Regular
  Termination

  	
   

  	
  If your Service
  terminates for any reason, other than death, Disability or Cause, then your
  option will expire at the close of business at Company headquarters on the
  earlier of one day less than three (3) months after your termination date or
  the Expiration Date.

  
	
   

  	
   

  	
   

  
	
  Termination
  for Cause

  	
   

  	
  If your Service
  is terminated for Cause, then you shall immediately forfeit all rights to
  your option and the option shall immediately expire.

  



 


2





















 


	
  Death

  	
   

  	
  If your Service
  terminates because of your death, then your option will expire at the close
  of business at Company headquarters on the date that is the earlier of three
  (3) years after the date of death or the Expiration Date. During that three
  year period, your estate or heirs may exercise the vested portion of your
  option. 

   

  In addition, if
  you die during the three (3) month period described in connection with a
  regular termination (i.e., a termination of your Service not on account of
  your death, Disability or Cause), and a vested portion of your option has not
  yet been exercised, then your option will instead expire on the earlier of
  the date three (3) years after your termination date or the Expiration Date.
  In such a case, during the period following your death up to the date three
  (3) years after your termination date, your estate or heirs may exercise the
  vested portion of your option, but in no event after the Expiration Date.

  
	
   

  	
   

  	
   

  
	
  Disability

  	
   

  	
  If your Service
  terminates because of your Disability, then your option will expire at the
  earlier of the close of business at Company headquarters on the date twelve
  (12) months after your termination date or the Expiration Date.

  
	
   

  	
   

  	
   

  
	
  Leaves
  of Absence

  	
   

  	
  For purposes of
  this option, 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.

  
	
   

  	
   

  	
   

  
	
  Notice
  of Exercise

  	
   

  	
  When you wish to
  exercise this option, you must notify the Company by filing the proper “Notice
  of Exercise” form at the address given on the form. Your notice must specify
  how many shares you wish to purchase (in a parcel of at least 100 shares
  generally). Your notice must also specify how your shares of Stock should be
  registered (in your name only or in your and your spouse’s names as joint
  tenants with right of survivorship). The notice will be effective when it is
  received by the Company. 

   

  If someone else
  wants to exercise this option after your death, that person must prove to the
  Company’s satisfaction that he or she is entitled to do so.

  



 


3





















 


	
  Form of
  Payment

  	
   

  	
  When you submit
  your notice of exercise, you must include payment of the option price for the
  shares you are purchasing. Payment may be made in one (or a combination) of
  the following forms: 

   

  •             Cash,
  your personal check, a cashier’s check, a money order or another cash
  equivalent acceptable to the Company. 

  •             Shares
  of Stock which have already been owned by you for more than six months and
  which are surrendered to the Company. The value of the shares, determined as
  of the effective date of the option exercise, will be applied to the option
  price. 

  •             By
  delivery (on a form prescribed by the Company) of an irrevocable direction to
  a licensed securities broker acceptable to the Company to sell Stock and to
  deliver all or part of the sale proceeds to the Company in payment of the
  aggregate option price and any withholding taxes (if approved in advance by
  the Compensation Committee of the Board if you are either an executive
  officer or a director of the Company).

  
	
   

  	
   

  	
   

  
	
  Withholding
  Taxes

  	
   

  	
  You will not be
  allowed to exercise this option unless you make acceptable arrangements to
  pay any withholding or other taxes that may be due as a result of the option
  exercise or sale of Stock acquired under this option. In the event that the
  Company determines that any federal, state, local or foreign tax or
  withholding payment is required relating to the exercise or sale of shares
  arising from this grant, the Company shall have the right to require such
  payments from you, or withhold such amounts from other payments due to you
  from the Company or any Affiliate.

  
	
   

  	
   

  	
   

  
	
  Transfer
  of Option

  	
   

  	
  During your
  lifetime, only you (or, in the event of your legal incapacity or incompetency,
  your guardian or legal representative) may exercise the option. You cannot
  transfer or assign this option. For instance, you may not sell this option or
  use it as security for a loan. If you attempt to do any of these things, this
  option will immediately become invalid. You may, however, dispose of this
  option in your will or it may be transferred upon your death by the laws of
  descent and distribution. 

   

  Regardless of
  any marital property settlement agreement, the Company is not obligated to honor
  a notice of exercise from your spouse, nor is the Company obligated to
  recognize your spouse’s interest in your option in any other way.

  
	
   

  	
   

  	
   

  
	
  Retention
  Rights

  	
   

  	
  Neither your
  option nor this Agreement give you the right to be retained by the Company
  (or any Parent, Subsidiaries or Affiliates) in any capacity. The Company (and
  any Parent, Subsidiaries or Affiliates) reserve the right to terminate your
  Service at any time and for any reason.

  



 


4





















 


	
  Shareholder
  Rights

  	
   

  	
  You, or your
  estate or heirs, have no rights as a shareholder of the Company until a
  certificate for your option’s shares has been issued (or an appropriate book
  entry has been made). No adjustments are made for dividends or other rights
  if the applicable record date occurs before your stock certificate is issued
  (or an appropriate book entry has been made), except as described in the
  Plan.

  
	
   

  	
   

  	
   

  
	
  Adjustments

  	
   

  	
  In the event of
  a stock split, a stock dividend or a similar change in the Stock, the number
  of shares covered by this option and the option price per share shall be
  adjusted (and rounded down to the nearest whole number) if required pursuant
  to the Plan. Your option shall be subject to the terms of the agreement of
  merger, liquidation or reorganization in the event the Company is subject to
  such corporate activity.

  
	
   

  	
   

  	
   

  
	
  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.

  
	
   

  	
   

  	
   

  
	
  The
  Plan

  	
   

  	
  The text of the
  Plan is incorporated in this Agreement by reference. Certain capitalized
  terms used in this Agreement are defined in the Plan, and have the meaning
  set forth in the Plan. 

   

  This Agreement
  and the Plan constitute the entire understanding between you and the Company
  regarding this option. Any prior agreements, commitments or negotiations
  concerning this option are superseded.

  
	
   

  	
   

  	
   

  
	
  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 option, 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 Optionees, to the United States,
  to transferees who shall include the Company and other persons who are
  designated by the Company to administer the Plan.

  



 


5





















 


	
  Consent
  to Electronic Delivery

  	
   

  	
  The Company may
  choose to deliver certain statutory materials relating to the Plan in
  electronic form. By accepting this option 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 would be pleased to
  provide copies. Please contact Julie Hernandez at 818.878.3136 to request
  paper copies of these documents.

  



 


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


 


6





















 


Option No.: «ISO_Option_»


Grant
Split


 


ON ASSIGNMENT, INC.

RESTATED 1987 STOCK OPTION PLAN

(as amended and restated April 18, 2003)


 


INCENTIVE STOCK OPTION AGREEMENT


 


On Assignment,
Inc., a Delaware corporation (the “Company”), hereby grants an option to
purchase shares of its common stock, $.01 par value, (the “Stock”) to the
optionee named below.  The terms and
conditions of the option are set forth in this cover sheet, in the attachment,
and in the Company’s Restated 1987 Stock Option Plan (the “Plan”).


 


Grant Date:                                «Grant_Date»


 


Name of Optionee:                                            «First_Name» «Last_Name»


 


Optionee’s Social Security Number:                                           «SSN»


 


Number of Shares Covered by Option:                                   «ISO_Shares» shares


 


Option Price per Share:             $«Share_Price»
(At least 100% of Fair Market Value)


 


Vesting
Start Date:                                      «Vesting_Date»


 


By
signing this cover sheet, you agree to all of the terms and conditions described
in the attached Agreement and in the Plan, a copy of which is also
attached.  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.


 


	
  Optionee:

  	
   

  	
   

  
	
  (Signature)

  
	
   

  
	
  Company:

  	
   

  	
   

  
	
  Peter Dameris

  
	
  President and Chief Executive Officer

  



 


Attachment


 


This is not a
stock certificate or a negotiable instrument.


 





















 


ON ASSIGNMENT, INC.

RESTATED 1987 STOCK OPTION PLAN


 


INCENTIVE STOCK OPTION AGREEMENT


 


	
  Incentive
  Stock Option

  	
   

  	
  This option is
  intended to be an incentive stock option under Section 422 of the Internal
  Revenue Code and will be interpreted accordingly. If you cease to be an
  employee of the Company, its parent or a subsidiary (“Employee”) but continue
  to provide Service, this option will be deemed a nonstatutory stock option
  three months after you cease to be an Employee. In addition, to the extent
  that all or part of this option exceeds the $100,000 rule of section 422(d)
  of the Internal Revenue Code, this option or the lesser excess part will be
  deemed to be a nonstatutory stock option.

  
	
   

  	
   

  	
   

  
	
  Vesting

  	
   

  	
  This option is
  only exercisable before it expires and then only with respect to the vested
  portion of the option. Subject to the preceding sentence, you may exercise
  this option, in whole or in part, to purchase a whole number of vested shares
  not less than 100 shares, unless the number of shares purchased is the total
  number available for purchase under the option, by following the procedures
  set forth in the Plan and below in this Agreement. 

   

  Your right to
  purchase shares of Stock under this option vests as to one-forty eighth
  (1/48th) of the total number of shares covered by this option, as shown on
  the cover sheet (the “Option Shares”) on each of the first 48 -monthly
  anniversaries of the Vesting Start Date, provided you continue in Service on
  the vesting date. The resulting aggregate number of vested shares will be
  rounded to the nearest whole number, and you cannot vest in more than the number
  of shares covered by this option. 

   

  No additional
  shares of Stock will vest after your Service has terminated for any reason.

  
	
  Term

  	
   

  	
  Your option will
  expire in any event at the close of business at Company headquarters on the
  day before the 10th anniversary of the Grant Date, as shown on the cover
  sheet (the “Expiration Date”). Your option will expire earlier if your
  Service terminates, as described below.

  
	
   

  	
   

  	
   

  
	
  Regular
  Termination

  	
   

  	
  If your Service
  terminates for any reason, other than death, Disability or Cause, then your
  option will expire at the close of business at Company headquarters on the
  earlier of one day less than three (3) months after your termination date or
  the Expiration Date.

  
	
   

  	
   

  	
   

  
	
  Termination
  for Cause

  	
   

  	
  If your Service
  is terminated for Cause, then you shall immediately forfeit all rights to
  your option and the option shall immediately expire.

  



 





















 


	
  Death

  	
   

  	
  If your Service
  terminates because of your death, then your option will expire at the close
  of business at Company headquarters on the date that is the earlier of three
  (3) years after the date of death or the Expiration Date. During that
  three-year period, your estate or heirs may exercise the vested portion of
  your option. 

   

  In addition, if
  you die during the three (3) month period described in connection with a
  regular termination (i.e., a termination of your Service not on account of
  your death, Disability or Cause), and a vested portion of your option has not
  yet been exercised, then your option will instead expire on the earlier of the
  date three (3) years after your termination date or the Expiration Date. In
  such a case, during the period following your death up to the date three (3)
  years after your termination date, your estate or heirs may exercise the
  vested portion of your option, but in no event after the Expiration Date.

  
	
   

  	
   

  	
   

  
	
  Disability

  	
   

  	
  If your Service
  terminates because of your Disability, then your option will expire at the
  earlier of the close of business at Company headquarters on the date twelve
  (12) months after your termination date or the Expiration Date.

  
	
   

  	
   

  	
   

  
	
  Leaves
  of Absence

  	
   

  	
  For purposes of
  this option, 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.

  
	
   

  	
   

  	
   

  
	
  Notice
  of Exercise

  	
   

  	
  When you wish to
  exercise this option, you must notify the Company by filing the proper
  “Notice of Exercise” form at the address given on the form. Your notice must
  specify how many shares you wish to purchase (in a parcel of at least 100
  shares generally). Your notice must also specify how your shares of Stock
  should be registered (in your name only or in your and your spouse’s names as
  joint tenants with right of survivorship). The notice will be effective when
  it is received by the Company. 

   

  If someone else
  wants to exercise this option after your death, that person must prove to the
  Company’s satisfaction that he or she is entitled to do so.

  



 


2





















 


	
  Form of
  Payment

  	
   

  	
  When you submit
  your notice of exercise, you must include payment of the option price for the
  shares you are purchasing. Payment may be made in one (or a combination) of
  the following forms: 

   

  •             Cash,
  your personal check, a cashier’s check, a money order or another cash
  equivalent acceptable to the Company. 

  •             Shares
  of Stock which have already been owned by you for more than six months and
  which are surrendered to the Company. The value of the shares, determined as
  of the effective date of the option exercise, will be applied to the option
  price. 

  •             By
  delivery (on a form prescribed by the Company) of an irrevocable direction to
  a licensed securities broker acceptable to the Company to sell Stock and to
  deliver all or part of the sale proceeds to the Company in payment of the
  aggregate option price and any withholding taxes (if approved in advance by
  the Compensation Committee of the Board if you are either an executive
  officer or a director of the Company).

  
	
   

  	
   

  	
   

  
	
  Withholding
  Taxes

  	
   

  	
  You will not be
  allowed to exercise this option unless you make acceptable arrangements to
  pay any withholding or other taxes that may be due as a result of the option
  exercise or sale of Stock acquired under this option. In the event that the
  Company determines that any federal, state, local or foreign tax or
  withholding payment is required relating to the exercise or sale of shares
  arising from this grant, the Company shall have the right to require such
  payments from you, or withhold such amounts from other payments due to you
  from the Company or any Affiliate.

  
	
   

  	
   

  	
   

  
	
  Transfer
  of Option

  	
   

  	
  During your
  lifetime, only you (or, in the event of your legal incapacity or
  incompetency, your guardian or legal representative) may exercise the option.
  You cannot transfer or assign this option. For instance, you may not sell
  this option or use it as security for a loan. If you attempt to do any of
  these things, this option will immediately become invalid. You may, however,
  dispose of this option in your will or it may be transferred upon your death
  by the laws of descent and distribution. 

   

  Regardless of
  any marital property settlement agreement, the Company is not obligated to
  honor a notice of exercise from your spouse, nor is the Company obligated to
  recognize your spouse’s interest in your option in any other way.

  
	
   

  	
   

  	
   

  
	
  Retention
  Rights

  	
   

  	
  Neither your
  option nor this Agreement gives you the right to be retained by the Company
  (or any Parent, Subsidiaries or Affiliates) in any capacity. The Company (and
  any Parent, Subsidiaries or Affiliates) reserves the right to terminate your
  Service at any time and for any reason.

  



 


3





















 


	
  Shareholder
  Rights

  	
   

  	
  You, or your
  estate or heirs, have no rights as a shareholder of the Company until a
  certificate for your option’s shares has been issued (or an appropriate book
  entry has been made). No adjustments are made for dividends or other rights
  if the applicable record date occurs before your stock certificate is issued
  (or an appropriate book entry has been made), except as described in the
  Plan.

  
	
   

  	
   

  	
   

  
	
  Adjustments

  	
   

  	
  In the event of
  a stock split, a stock dividend or a similar change in the Stock, the number
  of shares covered by this option and the option price per share shall be
  adjusted (and rounded down to the nearest whole number) if required pursuant
  to the Plan. Your option shall be subject to the terms of the agreement of
  merger, liquidation or reorganization in the event the Company is subject to
  such corporate activity.

  
	
   

  	
   

  	
   

  
	
  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.

  
	
   

  	
   

  	
   

  
	
  The
  Plan

  	
   

  	
  The text of the
  Plan is incorporated in this Agreement by reference. Certain capitalized
  terms used in this Agreement are defined in the Plan, and have the meaning
  set forth in the Plan. 

   

  This Agreement
  and the Plan constitute the entire understanding between you and the Company
  regarding this option. Any prior agreements, commitments or negotiations
  concerning this option are superseded.

  
	
   

  	
   

  	
   

  
	
  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 option, 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 Optionees, to the United States,
  to transferees who shall include the Company and other persons who are
  designated by the Company to administer the Plan.

  



 


4





















 


	
  Consent
  to Electronic Delivery

  	
   

  	
  The Company may
  choose to deliver certain statutory materials relating to the Plan in
  electronic form. By accepting this option 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 would be pleased to
  provide copies. Please contact Julie Hernandez at 818.878.3136 to request
  paper copies of these documents.

  
	
   

  	
   

  	
   

  
	
  Certain
  Dispositions

  	
   

  	
  If you sell or
  otherwise dispose of Stock acquired pursuant to the exercise of this option
  sooner than the one year anniversary of the date you acquired the Stock, then
  you agree to notify the Company in writing of the date of sale or
  disposition, the number of share of Stock sold or disposed of and the sale
  price per share within 30 days of such sale or disposition.

  



 


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


 


5





















 


Option No.: «NQ_Option_»


Grant
Split


 


ON ASSIGNMENT, INC.

RESTATED 1987 STOCK OPTION PLAN

(as amended and restated April 18, 2003)


 


NONQUALIFIED STOCK OPTION AGREEMENT


 


On Assignment,
Inc., a Delaware corporation (the “Company”), hereby grants an option to
purchase shares of its common stock, $.01 par value, (the “Stock”) to the
optionee named below.  The terms and
conditions of the option are set forth in this cover sheet, in the attachment,
and in the Company’s Restated 1987 Stock Option Plan (the “Plan”).


 


Grant Date:                                «Grant_Date»


 


Name of Optionee:                                            «First_Name» «Last_Name»


 


Optionee’s Social Security Number:                                           «SSN»


 


Number of Shares Covered by Option:                                   «NQ_Shares» shares


 


Option Price per Share:             $«Share_Price»
(At least 100% of Fair Market Value)


 


Vesting
Start Date:                                      «Vesting_Date»


 


By
signing this cover sheet, you agree to all of the terms and conditions
described in the attached Agreement and in the Plan, a copy of which is also
attached.  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.


 


	
  Optionee:

  	
   

  	
   

  
	
  (Signature)

  
	
   

  
	
  Company:

  	
   

  	
   

  
	
  Peter Dameris

  
	
  President and Chief Executive Officer

  



 


Attachment


 


This is not a stock certificate or a negotiable instrument.


 





















 


ON ASSIGNMENT, INC.

RESTATED 1987 STOCK OPTION PLAN


 


NONQUALIFIED STOCK OPTION AGREEMENT


 


	
  Nonqualified
  Stock Option

  	
   

  	
  This option is
  not intended to be an incentive stock option under Section 422 of the
  Internal Revenue Code and will be interpreted accordingly.

  
	
   

  	
   

  	
   

  
	
  Vesting

  	
   

  	
  This option is
  only exercisable before it expires and then only with respect to the vested
  portion of the option. Subject to the preceding sentence, you may exercise
  this option, in whole or in part, to purchase a whole number of vested shares
  not less than 100 shares, unless the number of shares purchased is the total
  number available for purchase under the option, by following the procedures
  set forth in the Plan and below in this Agreement. 

   

  Your right to
  purchase shares of Stock under this option vests as to one-forty eighth (1/48th)
  of the total number of shares covered by this option, as shown on the cover
  sheet (the “Option Shares”) on each of the first 48 -monthly anniversaries of
  the Vesting Start Date, provided you continue in Service on the vesting date.
  The resulting aggregate number of vested shares will be rounded to the
  nearest whole number, and you cannot vest in more than the number of shares
  covered by this option. No additional shares of Stock will vest after your
  Service has terminated for any reason.

  
	
   

  	
   

  	
   

  
	
  Term

  	
   

  	
  Your option will
  expire in any event at the close of business at Company headquarters on the
  day before the 10th anniversary of the Grant Date, as shown on the cover
  sheet (the “Expiration Date”). Your option will expire earlier if your Service
  terminates, as described below.

  
	
   

  	
   

  	
   

  
	
  Regular
  Termination

  	
   

  	
  If your Service
  terminates for any reason, other than death, Disability or Cause, then your
  option will expire at the close of business at Company headquarters on the
  earlier of one day less than three (3) months after your termination date or
  the Expiration Date.

  
	
   

  	
   

  	
   

  
	
  Termination
  for Cause

  	
   

  	
  If your Service
  is terminated for Cause, then you shall immediately forfeit all rights to
  your option and the option shall immediately expire.

  



 





















 


	
  Death

  	
   

  	
  If your Service
  terminates because of your death, then your option will expire at the close
  of business at Company headquarters on the date that is the earlier of three
  (3) years after the date of death or the Expiration Date. During that
  three-year period, your estate or heirs may exercise the vested portion of
  your option. 

   

  In addition, if
  you die during the three (3) month period described in connection with a
  regular termination (i.e., a termination of your Service not on account of
  your death, Disability or Cause), and a vested portion of your option has not
  yet been exercised, then your option will instead expire on the earlier of
  the date three (3) years after your termination date or the Expiration Date.
  In such a case, during the period following your death up to the date three
  (3) years after your termination date, your estate or heirs may exercise the
  vested portion of your option, but in no event after the Expiration Date.

  
	
   

  	
   

  	
   

  
	
  Disability

  	
   

  	
  If your Service
  terminates because of your Disability, then your option will expire at the
  earlier of the close of business at Company headquarters on the date twelve
  (12) months after your termination date or the Expiration Date.

  
	
   

  	
   

  	
   

  
	
  Leaves
  of Absence

  	
   

  	
  For purposes of
  this option, 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.

  
	
   

  	
   

  	
   

  
	
  Notice
  of Exercise

  	
   

  	
  When you wish to
  exercise this option, you must notify the Company by filing the proper
  “Notice of Exercise” form at the address given on the form. Your notice must
  specify how many shares you wish to purchase (in a parcel of at least 100
  shares generally). Your notice must also specify how your shares of Stock
  should be registered (in your name only or in your and your spouse’s names as
  joint tenants with right of survivorship). The notice will be effective when
  it is received by the Company. 

   

  If someone else
  wants to exercise this option after your death, that person must prove to the
  Company’s satisfaction that he or she is entitled to do so.

  



 


2





















 


	
  Form of
  Payment

  	
   

  	
  When you submit
  your notice of exercise, you must include payment of the option price for the
  shares you are purchasing. Payment may be made in one (or a combination) of
  the following forms: 

   

  •             Cash,
  your personal check, a cashier’s check, a money order or another cash
  equivalent acceptable to the Company. 

  •             Shares
  of Stock which have already been owned by you for more than six months and
  which are surrendered to the Company. The value of the shares, determined as
  of the effective date of the option exercise, will be applied to the option
  price. 

  •             By
  delivery (on a form prescribed by the Company) of an irrevocable direction to
  a licensed securities broker acceptable to the Company to sell Stock and to
  deliver all or part of the sale proceeds to the Company in payment of the
  aggregate option price and any withholding taxes (if approved in advance by
  the Compensation Committee of the Board if you are either an executive
  officer or a director of the Company).

  
	
   

  	
   

  	
   

  
	
  Withholding
  Taxes

  	
   

  	
  You will not be
  allowed to exercise this option unless you make acceptable arrangements to
  pay any withholding or other taxes that may be due as a result of the option
  exercise or sale of Stock acquired under this option. In the event that the
  Company determines that any federal, state, local or foreign tax or
  withholding payment is required relating to the exercise or sale of shares
  arising from this grant, the Company shall have the right to require such
  payments from you, or withhold such amounts from other payments due to you
  from the Company or any Affiliate.

  
	
   

  	
   

  	
   

  
	
  Transfer
  of Option

  	
   

  	
  During your
  lifetime, only you (or, in the event of your legal incapacity or
  incompetency, your guardian or legal representative) may exercise the option.
  You cannot transfer or assign this option. For instance, you may not sell
  this option or use it as security for a loan. If you attempt to do any of
  these things, this option will immediately become invalid. You may, however,
  dispose of this option in your will or it may be transferred upon your death
  by the laws of descent and distribution. 

   

  Regardless of
  any marital property settlement agreement, the Company is not obligated to
  honor a notice of exercise from your spouse, nor is the Company obligated to
  recognize your spouse’s interest in your option in any other way.

  
	
   

  	
   

  	
   

  
	
  Retention
  Rights

  	
   

  	
  Neither your
  option nor this Agreement gives you the right to be retained by the Company
  (or any Parent, Subsidiaries or Affiliates) in any capacity. The Company (and
  any Parent, Subsidiaries or Affiliates) reserves the right to terminate your
  Service at any time and for any reason.

  



 


3





















 


	
  Shareholder
  Rights

  	
   

  	
  You, or your
  estate or heirs, have no rights as a shareholder of the Company until a
  certificate for your option’s shares has been issued (or an appropriate book
  entry has been made). No adjustments are made for dividends or other rights
  if the applicable record date occurs before your stock certificate is issued
  (or an appropriate book entry has been made), except as described in the
  Plan.

  
	
   

  	
   

  	
   

  
	
  Adjustments

  	
   

  	
  In the event of
  a stock split, a stock dividend or a similar change in the Stock, the number
  of shares covered by this option and the option price per share shall be
  adjusted (and rounded down to the nearest whole number) if required pursuant
  to the Plan. Your option shall be subject to the terms of the agreement of
  merger, liquidation or reorganization in the event the Company is subject to
  such corporate activity.

  
	
   

  	
   

  	
   

  
	
  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.

  
	
   

  	
   

  	
   

  
	
  The
  Plan

  	
   

  	
  The text of the
  Plan is incorporated in this Agreement by reference. Certain capitalized
  terms used in this Agreement are defined in the Plan, and have the meaning
  set forth in the Plan. 

   

  This Agreement
  and the Plan constitute the entire understanding between you and the Company
  regarding this option. Any prior agreements, commitments or negotiations
  concerning this option are superseded.

  
	
   

  	
   

  	
   

  
	
  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 option, 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 Optionees, to the United States,
  to transferees who shall include the Company and other persons who are
  designated by the Company to administer the Plan.

  



 


4





















 


	
  Consent
  to Electronic Delivery

  	
   

  	
  The Company may
  choose to deliver certain statutory materials relating to the Plan in
  electronic form. By accepting this option 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 would be pleased to
  provide copies. Please contact Julie Hernandez at 818.878.3136 to request
  paper copies of these documents.

  



 


 


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


 


5