Exhibit 10.20


 


EXECUTIVE CHANGE OF CONTROL
AGREEMENT


 


This Executive Change of Control
Agreement (this “Agreement”), is made
as of the 31st day of December, 2004, by and between On Assignment, Inc., a
Delaware corporation (the “Company”), and
Peter T. Dameris (the “Executive”).


 


Recitals


 


A.            The
Executive currently serves as the President and Chief Executive Officer of the
Company.  The Company and the Executive
are parties to that certain Senior Executive Agreement dated as of October     ,
2003 (as amended from time to time, the “Employment Agreement”).


 


B.            Pursuant
to the terms of the Employment Agreement and the terms of the Company’s Change
in Control Severance Plan (the “ASGN Severance Plan”),
the Executive was entitled to receive certain severance benefits in the event
of a change in control of the Company.


 


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


 


Agreement


 


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


 


1.             Certain Definitions.  Capitalized terms (such as “Cause”) not otherwise defined herein
shall have the meanings set forth in the Employment Agreement.  In addition to the terms defined elsewhere
herein, the following terms shall have the respective meanings set forth below:


 


(a)           “Accrued Compensation” means
an amount including all amounts earned or accrued through the termination date
but not paid as of the termination date including (i) Base Salary, (ii)
reimbursement for reasonable and necessary expenses incurred by you on behalf
of the Company during the period ending on the termination date, (iii) vacation
and sick leave pay (to the extent provided by Company policy or applicable
law), and (iv) incentive compensation (if any) earned in respect of any period
ended prior to the termination date.   It is expressly understood that incentive
compensation shall have been “earned” as of the time that


 





















 


the conditions to such incentive
compensation have been met, even if not calculated or payable at such time.


 


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


 


(c)           “Base Salary”
means the Executive’s Annual Base Salary (as defined in Section 1(b)(i)
of the Employment Agreement) at the rate in effect during the last regularly
scheduled payroll period immediately preceding the occurrence of the Change in
Control and does not include, for example, bonuses, overtime compensation,
incentive pay, fringe benefits, sales commissions or expense allowances.


 


(d)           “Cause” has the meaning given to it in the Employment
Agreement.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


(g)           “Date of Termination”
means the date which is determined to be the Executive’s Date of Termination in
accordance with the terms of Section 1(c)(ii) of the Employment
Agreement or, as appropriate in the case of any resignation by the Executive
which constitutes Involuntary Termination under paragraph (h) below,
the date of receipt of the Executive’s notice of termination or any later date
specified therein.


 


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


 


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


 


(ii)           upon Executive’s resignation for
Good Reason in accordance with the terms of Section 1(c)(i)(E) of the
Employment Agreement,


 


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


 


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


 


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


 


(i)            “Pro Rata
Bonus” means an amount equal to 100% of the Target Bonus
that the Executive would have been eligible to receive for the Company’s fiscal
year in which the Executive’s employment terminates following a Change of
Control, multiplied by a fraction, the numerator of which is the number of days
in such fiscal year through the Termination Date and the denominator of which
is 365.


 


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


 


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


 


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


 


(i)            within
30 days after the Date of Termination, pay to the Executive the Executive’s
Accrued Compensation and Pro-Rata Bonus;


 


(ii)           within 30 days after the Date of
Termination, pay to the Executive the amount equal to the product of
(i) 3.00 and (ii) the sum of (A) the Executive’s Base Salary and
(B) the Executive’s Target Bonus;


 


(iii)          for eighteen (18) months after
the Date of Termination, or such longer period as may be provided by the terms
of the appropriate plan, program, practice or policy, continue to provide to
the Executive and/or the Executive’s family the benefits being provided to the
Executive and/or the Executive’s family immediately prior to the Change of
Control, including the welfare benefit plans, practices, policies and programs
provided by the Company and its Affiliated Companies (including, without
limitation, medical, prescription, dental, disability, employee life, group
life, accidental death and travel accident insurance plans and programs) and
car allowance (collectively, the “Benefits”), as if the
Executive’s employment had not been terminated; provided, however,
that if the Executive becomes reemployed with another employer and is eligible
to receive medical or other welfare benefits under another employer provided
plan, the Benefits shall be secondary to those provided under such other plan
during such applicable period of eligibility; and provided
further that if the Executive becomes reemployed with another
employer and is eligible to receive a car allowance, the Company shall be
relieved of its obligation to pay the Executive’s car allowance.


 


(iv)          during the eighteen (18) month
period following the Date of Termination, contribute to the Company’s
retirement plans (if any) on behalf of the Executive an amount equal to the
Company’s contribution (including matching contributions) to the Company’s
retirement plans (if any) which would have been made for the benefit of the


 


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Executive if the Executive ‘s employment continued for eighteen (18)
months after the Date of Termination, assuming for this purpose that all
benefits under such retirement plans are fully vested and that the Executive’s
compensation during such eighteen (18) months were the same as it had been
immediately prior to the Change of Control;


 


(v)           provide the Executive, at the
Company’s expense, with outplacement services reasonably selected by the
Executive, provided that the cost to the Company
shall not exceed $15,000; and


 


(vi)          to the extent not theretofore
paid or provided, timely pay or provide to the Executive any other amounts and
benefits required to be paid or provided or which the Executive is eligible to
receive under any plan, program, policy, practice, contract or agreement of the
Company.


 


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


 


3.             Termination of Employment Following a Change of
Control for Cause or Other Than in Connection with an Involuntary Termination.  If
following a Change of Control the Executive’s employment is terminated for
Cause or the Executive resigns other than in connection with an Involuntary
Termination or due to the Executive’s death or disability, this
Agreement shall terminate without further obligations to the Executive and all
obligations and rights of the Executive and the Company shall be
governed by the appropriate operative provisions of the Employment
Agreement.  The Executive shall not be
deemed to have been terminated for Cause under this Agreement, unless such
termination is made in full compliance with the terms of Section 1(c)(i)(D) of
the Employment Agreement, including without limitation the provisions relating
to notice, the opportunity to be heard by the Board, the determination of “Cause”
being made by a majority of the directors of the Company and the Executive’s
right to appeal any such determination.


 


4.             Effect on Option, Restricted Stock and Restricted
Unit Agreements.  Immediately prior to a Change in Control, all
stock option, unit option, restricted stock and restricted unit grants made to
the Executive by the Company which are outstanding at the time of such event
shall be accelerated and become fully vested. 
Accordingly, all stock and unit options shall be exercisable at such
time in accordance with their terms. 
This Agreement is intended to amend all stock option, unit option,
restricted stock and restricted unit grants previously awarded to the Executive
to accelerate vesting as described above to the extent vesting would not
otherwise be accelerated under the terms of such stock option, unit option,
restricted stock and restricted unit grants. 
The Company agrees for purposes of determining the continued
exercisability of Executive’s stock option outstanding on the Date of
Termination, Executive shall be considered to have remained employed by the Company
until the date that is eighteen (18) months from the Date of Termination.


 


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5.             Certain Additional Payments by the Company.


 


(a)           Anything in this Agreement to the
contrary notwithstanding and except as set forth below, in the event it shall
be determined that any Payment would be subject to the Excise Tax, then the
Executive shall be entitled to receive an additional payment (the “Gross-Up
Payment”) in an amount such that, after payment by the
Executive of all taxes (and any interest or penalties imposed with respect to
such taxes), including, without limitation, any income taxes (and any interest
and penalties imposed with respect thereto) and Excise Tax imposed upon the
Gross-Up Payment, the Executive retains an amount of the Gross-Up Payment equal
to the Excise Tax imposed upon the Payments. 
The Company’s obligation to make Gross-Up Payments under this Section
5 shall not be conditioned upon the Executive’s termination of employment.


 


(b)           Subject to the provisions of Section
5(c), all determinations required to be made under this Section 5,
including whether and when a Gross-Up Payment is required, the amount of such
Gross-Up Payment and the assumptions to be utilized in arriving at such
determination, shall be made by Deloitte & Touche, LLP, or such other
nationally recognized certified public accounting firm as may be designated by
the Executive (the “Accounting Firm”).  The Accounting Firm shall provide detailed
supporting calculations both to the Company and the Executive within 15
business days of the receipt of notice from the Executive that there has been a
Payment or such earlier time as is requested by the Company.  In the event that the Accounting Firm is
serving as accountant or auditor for the individual, entity or group effecting
the Change of Control, the Executive may appoint another nationally recognized
accounting firm to make the determinations required hereunder (which accounting
firm shall then be referred to as the Accounting Firm hereunder).  All fees and expenses of the Accounting Firm
shall be borne solely by the Company. 
Any Gross-Up Payment, as determined pursuant to this Section 5,
shall be paid by the Company to the Executive within 5 days of the receipt of
the Accounting Firm’s determination.  Any
determination by the Accounting Firm shall be binding upon the Company and the
Executive.  As a result of the uncertainty
in the application of Section 4999 of the Code at the time of the initial
determination by the Accounting Firm hereunder, it is possible that Gross-Up
Payments that will not have been made by the Company should have been made (the
“Underpayment”),
consistent with the calculations required to be made hereunder.  In the event the Company exhausts its
remedies pursuant to Section 5(c) and the Executive thereafter is
required to make a payment of any Excise Tax, the Accounting Firm shall
determine the amount of the Underpayment that has occurred and any such
Underpayment shall be paid by the Company to or for the benefit of the
Executive within ten (10) business days after the Accounting Firm has given the
Company notice of the amount it has determined to be the Underpayment.


 


(c)           The Executive shall notify the
Company in writing of any claim by the Internal Revenue Service that, if
successful, would require the payment by the Company of the Gross-Up
Payment.  Such notification shall be
given as soon as practicable, but no later than 10 business days after the
Executive is informed in writing of such claim. 
The Executive shall apprise the Company of the nature of such claim and
the date on which such claim is requested to be paid.  The Executive shall not pay such claim prior
to the expiration of the 30-day period following the date on which the
Executive gives such notice to the Company (or such shorter period ending on
the date that any payment of taxes with respect to such claim is due).  If the Company notifies the Executive in
writing prior to the expiration of such period that the


 


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Company desires to contest such
claim and the Company has a good faith basis to contest the claim, the
Executive shall:


 


(i)            give
the Company any information reasonably requested by the Company relating to
such claim,


 


(ii)           take such action in connection
with contesting such claim as the Company shall reasonably request in writing
from time to time, including, without limitation, accepting legal
representation with respect to such claim by an attorney reasonably selected by
the Company,


 


(iii)          cooperate with the Company in
good faith in order effectively to contest such claim, and


 


(iv)          permit the Company to participate
in any proceedings relating to such claim;


 


provided,
however,
that the Company shall bear and pay directly all costs and expenses (including
additional interest and penalties) incurred in connection with such contest,
and shall indemnify and hold the Executive harmless, on an after-tax basis, for
any Excise Tax or income tax (including interest and penalties) imposed as a
result of such representation and payment of costs and expenses.  Without limitation on the foregoing
provisions of this Section 5(c), the Company shall control all
proceedings taken in connection with such contest, and, at its sole discretion,
may pursue or forgo any and all administrative appeals, proceedings, hearings
and conferences with the applicable taxing authority in respect of such claim
and may, at its sole discretion, either direct the Executive to pay the tax
claimed and sue for a refund or contest the claim in any permissible manner,
and the Executive agrees that he will, to the extent reasonably requested by
the Company, prosecute such contest to a determination before any
administrative tribunal, in a court of initial jurisdiction and in one or more
appellate courts, as the Company shall reasonably determine; provided, however,
that, if the Company directs the Executive to pay such claim and sue for a
refund, the Company shall advance the amount of such payment to the Executive,
on an interest-free basis, and shall indemnify and hold the Executive harmless,
on an after-tax basis, from any Excise Tax or income tax (including interest or
penalties) imposed with respect to such advance or with respect to any imputed
income in connection with such advance; and provided,
further, that any extension of the
statute of limitations relating to payment of taxes for the taxable year of the
Executive with respect to which such contested amount is claimed to be due is
limited solely to such contested amount. 
Furthermore, the Company’s control of the contest shall be limited to
issues with respect to which the Gross-Up Payment would be payable hereunder,
and the Executive shall be entitled to settle or contest, as the case may be,
any other issue raised by the Internal Revenue Service or any other taxing authority.


 


(d)           If, after the receipt by the
Executive of an amount advanced by the Company pursuant to

Section 5(c), the Executive becomes entitled to receive any refund with
respect to such claim, the Executive shall (subject to the Company’s complying
with the requirements of Section 5(c)) pay to the Company the amount of
such refund (together with any interest paid or credited thereon after taxes
applicable thereto), within ten (10) business days after the Executive’s
receipt thereof (which receipt shall include without limitation the recordation
by the applicable taxing authority of any credit against the Executive’s taxes).  If,


 


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after the receipt by the Executive of an amount advanced by the Company
pursuant to Section 5(c), a determination is made that the
Executive shall not be entitled to any refund with respect to such claim and
the Company does not notify the Executive in writing of its intent to contest
such denial of refund prior to the expiration of 30 days after such
determination, then such advance shall be forgiven and shall not be required to
be repaid and the amount of such advance shall offset, to the extent thereof,
the amount of Gross-Up Payment required to be paid.


 


(e)           Notwithstanding any other
provision of this Section 5, the Company may, in its sole discretion,
withhold and pay over to the Internal Revenue Service or any other applicable
taxing authority, for the benefit of the Executive, all or any portion of the
Gross-Up Payment, and the Executive hereby consents to such withholding.


 


(f)            Definitions.  The following terms shall have the following
meanings for purposes of this Section 5:


 


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


 


(ii)           “Excise Tax”
shall mean the excise tax imposed by Section 4999 of the Code, together with
any interest or penalties imposed with respect to such excise tax.


 


(iii)          “Parachute Value” of
a Payment shall mean the present value as of the date of the change of control
for purposes of Section 280G of the Code of the portion of such Payment that
constitutes a “parachute payment” under Section 280G(b)(2), as determined by
the Accounting Firm for purposes of determining whether and to what extent the
Excise Tax will apply to such Payment.


 


(iv)          A “Payment”
shall mean any payment or distribution in the nature of compensation (within
the meaning of Section 280G(b)(2) of the Code) to or for the benefit of the
Executive, whether paid or payable pursuant to this Agreement or otherwise.


 


(v)           “Value”
of a Payment shall mean the economic present value of a Payment as of the date
of the change of control for purposes of Section 280G of the Code, as
determined by the Accounting Firm using the discount rate required by Section
280G(d)(4) of the Code.


 


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


 


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amount of any payment pursuant
to this Agreement), plus, in each case, interest on any delayed payment at the
applicable federal rate provided for in Section 7872(f)(2)(A) of the Code.


 


7.             Successors.


 


(a)           This
Agreement is personal to the Executive, and, without the prior written consent
of the Company, shall not be assignable by the Executive other than by will or
the laws of descent and distribution. 
This Agreement shall inure to the benefit of and be enforceable by the
Executive’s legal representatives.


 


(b)           This
Agreement shall inure to the benefit of and be binding upon the Company and its
successors and assigns.  Except as
provided in Section 7(c), without the prior written consent of the
Executive this Agreement shall not be assignable by the Company.


 


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


 


8.             Miscellaneous.


 


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


 


(b)           All
notices and other communications hereunder shall be in writing and shall be
given by hand delivery to the other party or by registered or certified mail,
return receipt requested, postage prepaid, addressed as follows:


 


if to the Executive:


 


	
   

  	
  Peter T. Dameris

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  



 


if to the Company:


 


	
   

  	
  On Assignment, Inc.

  	
   

  
	
   

  	
  26651 West Agoura Road

  	
   

  
	
   

  	
  Calabasas, CA 91302

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Attention:  Chairman of the Board

  	
   

  



 


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or to such other address as
either party shall have furnished to the other in writing in accordance
herewith.  Notice and communications
shall be effective when actually received by the addressee.


 


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


 


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


 


(e)           The
Executive’s or the Company’s failure to insist upon strict compliance with any
provision of this Agreement or the failure to assert any right the Executive or
the Company may have hereunder, including, without limitation, the right of the
Executive to terminate employment for Good Reason pursuant to Section 2,
shall not be deemed to be a waiver of such provision or right or any other
provision or right of this Agreement.


 


(f)            For
clarification, this Agreement is intended to supplement the terms of the
Executive’s previously executed Employment Agreement and shall control in the
event of any termination for Good Reason or other than for Cause of the
Executive’s employment by the Company in connection with or following any
Change of Control; provided, however,
that the Executive shall not be entitled to payments or benefits in respect of
the termination of his employment under both this Agreement and the Employment
Agreement, except to the extent that such other payments or benefits are
complementary to (and not duplicative of) payments and/or benefits provided
hereunder. 
Simultaneously with the execution of this Agreement by a duly authorized
officer of the Company and the Executive, the Executive shall no longer be
eligible to participate in the ASGN Severance Plan.


 


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


 


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


 


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


 


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


 


(k)           If
the Company determines that any payment obligation pursuant to this Agreement will
trigger tax obligations under Section 409A of the Code (as defined in Section
5), then the parties shall use their commercially reasonable efforts to
structure an alternative payment mechanism consistent with the parties’
objectives, to the extent reasonably practicable, that will not trigger such tax
obligations under Section 409A of the Code.


 


 


[Execution Page Follows]


 


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IN WITNESS WHEREOF, the
Executive has hereunto set the Executive’s hand and, pursuant to the
authorization from the Board, the Company has caused these presents to be
executed in its name on its behalf, all as of the day and year first above
written.


 


 


	
   

  	
  /s/ Peter
  T. Dameris

  	
   

  
	
   

  	
  Peter T. Dameris

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  ON
  ASSIGNMENT, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
  /s/ Jeremy
  Jones

  	
   

  
	
   

  	
   

  	
  Jeremy Jones

  
	
   

  	
   

  	
  Chairman of the Board

  
				



 


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