Exhibit 10.15


 


SENIOR EXECUTIVE AGREEMENT


 


THIS
AGREEMENT by and between ON ASSIGNMENT, INC., a Delaware corporation (the “Company”) and SHAWN MOHR (“Executive”)
is executed on April 14, 2004, but is effective for all purposes as of May 1,
2004 (the “Effective Date”).


 


Recitals


 


A.            The
Company, Executive and S3 Consulting, Inc. are parties to that certain
Consulting Agreement dated January 13, 2004 (the “Consulting Agreement”).


 


B.            The
Company and Executive desire to terminate the Consulting Agreement and enter
into an agreement pursuant to which Executive will be employed as the Chief
Sales Officer of the Company and President of the Company’s Healthcare Staffing
Division on the terms and conditions set forth in this Agreement. 


 


C.            Certain
definitions are set forth in Section 4 of this Agreement.


 


Agreement


 


The
parties hereto agree as follows:


 


1.             Employment.
 The Company hereby engages
Executive to serve as the Chief Sales Officer of the Company and President of
the Company’s Healthcare Staffing Division, and Executive agrees to serve the
Company, during the Service Term (as defined in Section 1(f) hereof) in
the capacities, and subject to the terms and conditions, set forth in this
Agreement.


 


(a)           Services.  During the Service Term, Executive, as Chief
Sales Officer of the Company and President of the Company’s Healthcare Staffing
Division, shall be responsible for (i) the Company’s sales, recruiting and
training activities for the company’s Lab Support and Local Healthcare lines of
business, (ii) the day-to-day operations of the Company’s Local Healthcare
line of business, and (iii) all other duties and responsibilities as may be
reasonably assigned to him from time to time by the Board, the Company’s Chief
Executive Officer (the “CEO”) and/or
the Company’s Chief Operating Officer (the “COO”).  Executive will report directly to the
COO.  Executive will devote his best
efforts and substantially all of his business time and attention (except for
vacation periods and periods of illness or other incapacity) to the business of
the Company and its Affiliates. 
Notwithstanding the foregoing, and provided that such activities do not
interfere with the fulfillment of Executive’s obligations hereunder, Executive
may (A) serve as an officer, director or trustee of any charitable or
non-profit entity; (B) own a passive investment in any private company
that is not a competitor of the Company and own up to 2% of the outstanding
voting securities of any public company. 
Unless the Company and Executive agree to the contrary, Executive’s
place of employment shall be at the Company’s office in Calabasas, 


 





















 


California; provided, however, that Executive will travel to such other
locations of the Company and its Affiliates as may be reasonably necessary in
order to discharge his duties hereunder.


 


(b)           Salary, Bonus and Benefits.


 


(i)            Salary
and Bonus.  During
the Service Term, the Company will pay Executive a base salary (the “Annual Base Salary”) as the Board may designate from time
to time, at the rate of not less than $230,000 per annum; provided,
however, that the Annual Base Salary shall be subject to review
annually (at the end of each of fiscal year of the Company) by the Board for
upward increases thereto.  Executive will
be eligible to receive an annual bonus in an amount of up to 100% of Executive’s
Annual Base Salary for such fiscal year, as determined by the Compensation
Committee of the Board of Directors based upon the Company’s achievement of
budgetary and other objectives set by the Compensation Committee after review
of a financial performance plan that is prepared by Executive and COO and
recommended to the Compensation Committee. 
In respect of such bonus, a 50% bonus opportunity will apply to
achievement of plan targets that are a combination of targets for revenue,
EBITDA, and operating margin of the Company’s Healthcare Staffing
Division.  An additional 25% bonus
opportunity will apply to achievement of plan targets relating to recruiting
and training of Company sales personnel.  Finally, an additional 25% bonus opportunity
(thereby making the total bonus opportunity 100% of Executive’s Annual Base
Salary) will apply to achievement of plan targets that are a combination of the
Company’s corporate-level targets for some or all of revenue, EBITDA, share
price and earnings per share levels or other targets as may be set forth in the
bonus plan established for Executive in accordance with the foregoing
terms.  Within 90 days of the effective
date of this Agreement, Executive and the COO will submit a performance plan to
the Compensation Committee and the Compensation Committee will adopt a
performance plan and targets applicable to Executive.  All plan performance targets will be defined
in terms that exclude the effects of any nonrecurring charges related to goodwill
write-offs or changes in accounting treatment. 
The annual bonus, if any, shall be due and payable to Executive prior to
March 30 of the following fiscal year.


 


(ii)           Benefits.  During the Service Term, Executive shall be
entitled to participate in and shall receive all benefits under pension benefit
plans provided by the Company (including without limitation participation in
any Company incentive, savings and retirement plans, practices, policies and
programs) to the extent applicable generally to other peer executives of the
Company.  In addition, during the Service
Term, the Executive and/or the Executive’s family shall be entitled to
participate and shall receive all benefits under welfare plans provided by the
Company (including without limitation medical prescriptions, dental,
disability, employee life, group life, accidental life and travel accident
insurance plans and plans) to the extent and on the same basis applicable
generally to other peer executives of the Company.  Executive shall be reimbursed for customary 


 


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travel
and other expenses, subject to standard and reasonable documentation
requirements.  Executive shall also be
eligible to receive four weeks paid vacation per annum.


 


(iii)         Stock
Options.


 


(A)          Executive shall receive a
non-qualified stock option grant for the purchase of 110,000 shares of the
common stock of the Company at an exercise price equal to the closing price of
the Company’s common stock (the “Common Stock”)
on the NASDAQ National Market System as of the date upon which this employment
agreement is signed.  All options shall
(i) be exercisable at the fair market value of the Common Stock on the date of
grant; (ii) vest over a four-year period with 25% vesting on the first anniversary
of the Effective Date and monthly thereafter at the rate of 1/36th
of the remainder of the grant (subject to accelerated vesting upon a change of
control or permanent disability to the extent permitted by the Company’s stock
option plan); and (iii) expire not later than the tenth anniversary of the date
of grant.


 


(B)           In addition, the first 50% of the
40,000 non-qualified stock
options granted to Executive under Section 4(e) of the Consulting
Agreement shall vest on the first anniversary of the date of the Consulting
Agreement (i.e., January 13,
2005) in accordance with the terms thereof, whether or not this Agreement is
terminated by the Company prior to that first anniversary date.


 


(C)           Further, the second 50% of the 40,000
non-qualified stock
options granted to Executive under Section 4(e) of the Consulting
Agreement (which were set to vest at the rate of 1/12th per month if
Executive were to become an employee of, or continued to consult for, the
Company after the first anniversary of the effective date of the Consulting
Agreement) shall vest in accordance with the schedule set forth under
clause (ii) of subparagraph (A) above.


 


(D)          The terms and conditions of the stock
options shall otherwise be those set forth under the Company’s stock option
plan and shall be consistent with the terms contained in stock option
agreements provided to other peer executives of the Company.


 


(iv)          Change
of Control Plan. 
Executive shall be entitled to participate in the Company’s existing
Change of Control Severance Plan as well as any successor plan thereto.


 


(v)            Ongoing Compensation and Other Arrangements Under Consulting Agreement. 
Notwithstanding anything herein to the 


 


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contrary in respect of
the termination of the Consulting Agreement caused by the effectiveness of this
Agreement:


 


(A)          The Company shall remain obligated to
pay Executive for any amounts properly invoiced under the Consulting Agreement
for services rendered by Executive as a consultant thereunder prior to the
Effective Date;


 


(B)           Upon payment by the Company of the
amounts referred to in Section 1(b)(v)(A), above, Executive shall turn over,
assign and release to the Company any and all courseware and other training
tools and video training modules as may have been created by Executive or by
others working for him (and whether or not completed) during the term of the
Consulting Agreement; and


 


(C)           Executive shall continue to honor his
refund and reimbursement obligations under Section 4(d) of the Consulting
Agreement in respect of employees recruited by Executive prior to the
termination of the Consulting Agreement who are terminated by the Company prior
to four (4) months of service.


 


(c)           Termination.


 


(i)            Events of Termination.  Executive’s employment with the Company shall
cease upon:


 


(A)          Executive’s death.


 


(B)           Executive’s voluntary retirement.


 


(C)           Executive’s permanent disability,
which means his incapacity due to physical or mental illness such that he is
unable to perform the essential functions of his previously assigned duties for
a period of six months in any twelve month period and such permanent incapacity
has been determined to exist by either (x) the Company’s disability insurance
carrier or (y) by the Board in good faith based on competent medical advice in
the event that the Company does not maintain disability insurance on Executive.


 


(D)          Termination by the Company by the
delivery to Executive of a written notice from the Board, the CEO or the COO
that Executive has been terminated (“Notice of Termination”)
with or without Cause.  “Cause” shall mean:


 


(1)           Executive’s (aa) conviction of a
felony; (bb) Executive’s commission of any other material act or omission 


 


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involving
dishonesty or fraud with respect to the Company or any of its Affiliates or any
of the customers, vendors or suppliers of the Company or its Subsidiaries; (cc)
Executive’s misappropriation of material funds or assets of the Company for
personal use; or (dd) Executive’s engagement in unlawful harassment or other
discrimination with respect to the employees of the Company or its
Subsidiaries;


 


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


 


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


 


(4)           Executive’s engaging in conduct
constituting a breach of Sections 2 or 3 hereof that is not cured
in full within 15 days, and is materially and demonstrably injurious to the
Company, after  notice of default
thereof, from the Company, as determined by a court of law.


 


The delivery by the Company of notice to Executive
that it does not intend to renew this Agreement as provided in Section 1(f)
shall constitute a termination by the Company without Cause unless such notice
fulfills the requirements of Section 1(c)(i)(D)(1), (2), (3)
or (4) above.


 


(E)           Executive’s voluntary resignation for
whatever reason by the delivery to the Company and the Board of at least 30
days written notice from Executive (or 90 days in the case of notice to the
Company that Executive does not intend to renew this Agreement as provided in Section 1(f)).


 


(ii)           Date
of Termination.  “Date
of Termination” means (i) if the employment is terminated for Cause, the date of receipt of the Notice of Termination or
any later date specified therein, as the case may be, (ii) if the employment is
terminated by the Company other than for Cause or Disability, the Date of
Termination shall be the date on which the Company notifies the Executive of
such termination, (iii) if the employment is terminated by the Executive’s
resignation, the Date of Termination shall be the date which is thirty (30)
days following the date on which the Company receives notice of such
resignation, (iv) if the Executive’s employment is terminated by reason of
death or disability, the Date of Termination shall be the date of death or the
disability effective date, as the case may be; and 


 


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(v) if
either the Company or the Executive delivers a notice under Section 1(f)
indicating that it or he is not renewing the Service Term, the Date of
Termination shall be the last day of the then-current Service Term.


 


(iii)         Rights on Termination.


 


(A)          In the event that termination is by
the Company without Cause (including by operation of the last paragraph of Section
1(c)(i)(D) above), the Company will continue, for a period of twelve (12)
months commencing on the Date of Termination (the “Severance Period”), to pay Executive a monthly or bi-weekly
portion of the Annual Base Salary on regular salary payment dates.  During the Severance Period, the Company will
also pay for Executive’s existing Company insurance coverage.  The payments of Annual Base Salary and
insurance premiums in accordance with this Section 1(c)(iii)(A) are
collectively referred to as “Severance
Payments”. This Section 1(c)(iii)(A) shall not apply
unless the Company and Executive have executed a general release in a form
acceptable to the Company and is subject to paragraph (e)
below.  In addition, the Company will pay
to Executive in a lump sum any accrued but unused vacation time.


 


(B)           If
the Company terminates Executive’s employment for Cause, or if Executive
resigns for whatever Reason (including by the Executive’s non-renewal of the
Service Term under Section 1(f) below), the Company’s obligations
to pay any compensation or benefits under this Agreement (other than accrued
but unused vacation time which shall be paid to Executive in a lump sum
payment) and all vesting under all stock options held by Executive will cease
effective as of the Date of Termination. 
In such event, Executive’s rights under stock options vested prior to
the Date of Termination shall not be affected, except to the extent that
Executive’s termination of employment accelerates the termination of such stock
options.  Executive’s right to receive
any other health or other benefits, if any, will be determined under the
provisions of applicable plans, programs or other coverages.


 


(C)           If
Executive’s employment terminates because of Executive’s death or permanent
disability, then Executive or his estate shall be entitled to any disability
income or life insurance payments from any insurance policies (other than
any  “key man” life insurance policy)
paid for by the Company.  In addition, if
such death or disability occurs while Executive is employed hereunder, for a
period of six (6) months commencing on the date of such death or such
disability is established, Executive or his estate shall be entitled to payment
of his monthly or 


 


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bi-weekly
portion of the Annual Base Salary on regular salary payment dates.


 


Notwithstanding the
foregoing, the Company’s obligation to Executive for severance pay or other
rights under either subparagraphs (A) or (B) above (the “Severance Pay”) shall cease if Executive is found by a
court of law to be in material violation of the provisions of Sections 2 or
3 hereof.  Until such time as
Executive has received all of his Severance Payments, he will be entitled to
continue to receive any health, life, accident and disability insurance
benefits provided by the Company to Executive under this Agreement.


 


(d)           Mitigation. The Company’s obligation to continue to provide
Executive with the Severance Payments pursuant to Section 1(c)(iii)(A)
above and the benefits pursuant to the second sentence of Section
1(c)(iii)(C) above shall cease if Executive becomes employed as a senior
executive by a third party.  Executive
shall be under no obligation to seek or accept any employment during the
Severance Period.


 


(e)           Liquidated Damages. The parties acknowledge
and agree that damages which will result to Executive for termination by the
Company without Cause shall be extremely difficult or impossible to establish
or prove, and agree that the Severance Payments shall constitute liquidated
damages for any breach of this Agreement by the Company through the Date of
Termination.  Executive agrees that,
except for such other payments and benefits to which Executive may be entitled
as expressly provided by the terms of this Agreement or any applicable Benefit
Plan, such liquidated damages shall be in lieu of all other claims that
Executive may make by reason of termination of his employment or any such
breach of this Agreement and that, as a condition to receiving the Severance
Payments, Executive will execute a contingent mutual release of claims in a
form reasonably satisfactory to both the Company and Executive.


 


(f)            Term of Employment.  Unless Executive’s employment under this
Agreement is sooner terminated as a result of Executive’s termination in
accordance with the provisions of Section 1(c) above, Executive’s
employment under this Agreement shall commence on the Effective Date and shall
terminate on the third anniversary of the Effective Date (the “Service Term”); provided, however,
that Executive’s employment under this Agreement, and the Service Term, shall
be automatically renewed for additional one-year periods commencing on
such third anniversary and, thereafter, on each successive anniversary of such
date unless either the Company or Executive notify the other party in writing
within ninety (90) days prior to any such anniversary that it or he desires not
to renew Executive’s employment under this Agreement.  All references herein to “Service
Term” shall include any renewals thereof after the third anniversary
of the Effective Date.


 


2.             Confidential
Information; Proprietary Information, etc.


 


(a)           Obligation
to Maintain Confidentiality. Executive acknowledges that
any Proprietary Information disclosed or made available to Executive or obtained,
observed or known by Executive as a direct or indirect consequence of his
employment with or 


 


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performance of services
for the Company or any of its Affiliates during the course of his performance
of services for, or employment with, any of the foregoing Persons (whether or
not compensated for such services) and during the period in which Executive is
receiving Severance Payments, are the property of the Company and its
Affiliates.  Therefore, Executive agrees
that he will not at any time (whether during or after Executive’s term of
employment) disclose or permit to be disclosed to any Person or, directly or
indirectly, utilize for his own account or permit to be utilized by any Person
any Proprietary Information or Records for any reason whatsoever without the
Board’s consent.  Executive agrees to
deliver to the Company at the termination of his employment, as a condition to
receipt of the next or final payment of compensation, or at any other time the
Company may request in writing (whether during or after Executive’s term of
employment), all Records which he may then possess or have under his control.
Executive further agrees that any property situated on the Company’s or its
Affiliates’ premises and owned by the Company or its Affiliates, including
disks and other storage media, filing cabinets or other work areas, is subject
to inspection by Company or its Affiliates and their personnel at any time with
or without notice.


 


(b)           Ownership
of Property. Executive acknowledges that all inventions,
innovations, improvements, developments, methods, processes, programs, designs,
analyses, drawings, reports and all similar or related information (whether or
not patentable) that relate to the Company’s or any of its Affiliates’ actual
or anticipated business, research and development, or existing or future
products or services and that are conceived, developed, contributed to, made,
or reduced to practice by Executive (either solely or jointly with others)
while employed by the Company or any of its Affiliates (including any of the
foregoing that constitutes any Proprietary Information or Records) (“Work Product”) belong to the Company or such Affiliate and
Executive hereby assigns, and agrees to assign, all of the above Work Product
to the Company or such Affiliate.  Any
copyrightable work prepared in whole or in part by Executive in the course of
his work for any of the foregoing entities shall be deemed a “work made for
hire” under the copyright laws, and the Company or such Affiliate shall own all
rights therein. To the extent that any such copyrightable work is not a “work
made for hire,” Executive hereby assigns and agrees to assign to Company or
such Affiliate all right, title and interest, including without limitation,
copyright in and to such copyrightable work. 
Executive shall promptly disclose such Work Product and copyrightable
work to the Board and perform all actions reasonably requested by the Board
(whether during or after Executive’s term of employment) to establish and
confirm the Company’s or its Affiliate’s ownership (including, without
limitation, execution of assignments, consents, powers of attorney and other
instruments).  Notwithstanding anything
contained in this Section 2(b) to the contrary, the Company’s ownership
of Work Product does not apply to any invention that Executive develops
entirely on his own time without using the equipment, supplies or facilities of
the Company or its Affiliates or Subsidiaries or any Proprietary Information
(including trade secrets), except that the Company’s ownership of Work Product
does include those inventions that:  (a)
relate to the business of the Company or its Affiliates or Subsidiaries or to
the actual or demonstrably anticipated research or development relating to the
Company’s business; or (b) result from any work that Executive performs for the
Company or its Affiliates or Subsidiaries.


 


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(c)           Third
Party Information. Executive understands that the Company
and its Affiliates will receive from third parties confidential or proprietary
information (“Third Party Information”) subject
to a duty on the Company’s and its Affiliates’ part to maintain the
confidentiality of such information and to use it only for certain limited
purposes.  During the term of Executive’s
employment and thereafter, and without in any way limiting the provisions of Sections
2(a) and 2(b) above, Executive shall hold Third Party Information in
the strictest confidence and shall not disclose to anyone (other than personnel
of the Company or its Affiliates who need to know such information in
connection with their work for the Company or its Affiliates) or use, except in
connection with his work for the Company or its Affiliates, Third Party
Information unless expressly authorized by a member of the Board in writing.


 


(d)           No Restriction on Executive’s Use
of Prior Knowledge.  Nothing
in this Section 2 or in the definitions of Proprietary Information or
Third Party Information shall be construed to prevent Executive from using or
disclosing any information known to him prior to the date of the Consulting
Agreement, or his general knowledge and experience in future employment or business
ventures, or information known or which becomes generally known to and
available for use by the public other than as a direct or indirect result of
Executive’s acts or omissions to act.


 


(e)           Use of Confidential Information of
Prior Employers, etc.  Executive will abide by any
enforceable obligations contained in any agreements that Executive has entered
into with his prior employers or other parties to whom Executive has an
obligation of confidentiality.


 


(f)            Compelled Disclosure. If
Executive is required by law or governmental regulation or by subpoena or other
valid legal process to disclose any Proprietary Information or Third Party
Information to any Person, Executive will immediately provide the Company with
written notice of the applicable law, regulation or process so that the Company
may seek a protective order or other appropriate remedy.  Executive will cooperate fully with the
Company and the Company’s Representatives in any attempt by the Company to
obtain any such protective order or other remedy.  If the Company elects not to seek, or is
unsuccessful in obtaining, any such protective order or other remedy in
connection with any requirement that Executive disclose Proprietary Information
or Third Party Information, and if Executive furnishes the Company with a
written opinion of reputable legal counsel acceptable to the Company confirming
that the disclosure of such Proprietary Information or Third Party Information
is legally required, then Executive may disclose such Proprietary Information or
Third Party Information to the extent legally required; provided, however, that Executive will use
his reasonable best efforts to ensure that such Proprietary Information is
treated confidentially by each Person to whom it is disclosed.


 


3.             Nonsolicitation.


 


(a)           Nonsolicitation.
As long as Executive is an employee of the Company or any Affiliate thereof,
and for one (1) year thereafter, Executive shall not directly or indirectly
through another entity: (i) induce or attempt to induce any employee of the Company



 


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or any Affiliate to leave
the employ of the Company or such Affiliate, or in any way interfere with the
employment relationship between the Company or any Affiliate and any employee
thereof; (ii) hire or employ any Person who was an employee of the Company or
any Affiliate at any time during the twelve (12) month period immediately
preceding the date of such Executive’s termination; (iii) induce or attempt to
induce any customer, client, supplier, licensee or other business relation of
the Company or any Affiliate to cease doing business with the Company or such
Affiliate, or in any way interfere with the business relationship between any
such customer, client, supplier, licensee or business relation and the Company
or any Affiliate; (iv) call on or solicit any Person who was a customer or
client of the Company or any Affiliate or (v) call on or solicit any Person who
was a Prospective Client for any purpose which directly or indirectly competes
with the business of the Company.  For
purposes hereof, a “Prospective Client”
means any Person whom the Company or any of its Affiliates has actually engaged
in discussions with to become a client or customer at any time during the
twelve (12) month period immediately preceding the date of Executive’s
termination.


 


(b)           Acknowledgment. Executive
acknowledges that in the course of his employment with the Company and its
Affiliates, he has and will become familiar with the trade secrets and other
Proprietary Information of the Company and its Affiliates. It is specifically
recognized by Executive that his services to the Company and its Subsidiaries
are special, unique and of extraordinary value, that the Company has a
protectable interest in prohibiting Executive as provided in this Section 3,
that money damages are insufficient to protect such interests, that there is
adequate consideration being provided to Executive hereunder, that such
prohibitions are necessary and appropriate without regard to payments being made
to Executive hereunder and that the Company would not enter this Agreement with
Executive without the restrictions of this Section 3.  Executive further acknowledges that the
restrictions contained in this Section 3 do not impose an undue hardship
on him and, since he has general business skills which may be used in
industries other than that in which the Company and its Subsidiaries conduct
their business, do not deprive Executive of his livelihood.  Executive further acknowledges that the
provisions of this Section 3 are separate and independent of the other
sections of this Agreement.


 


(c)           Enforcement,
etc.  If, at the time of enforcement of Section
2 or 3 of this Agreement, a court holds that the restrictions stated
herein are unreasonable under circumstances then existing, the parties hereto
agree that the maximum duration, scope or geographical area reasonable under
such circumstances as determined by the court shall be substituted for the
stated period, scope or area.  Because
Executive’s services are unique, because Executive has access to Proprietary
Information and for the other reasons set forth herein, the parties hereto
agree that money damages would be an inadequate remedy for any breach of this
Agreement.  Therefore, without limiting
the generality of Section 7(g), in the event of a breach or threatened
breach of this Agreement, the Company or its successors or assigns may, in
addition to other rights and remedies existing in their favor, apply to any
court of competent jurisdiction for specific performance and/or injunctive or
other relief in order to enforce, or prevent any violations of, the provisions
hereof.


 


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(d)           Submission to Jurisdiction.  The parties hereby: (i) submit to the jurisdiction
of any state or federal court sitting in California in any action or proceeding arising out of or relating to Section
2 and/or 3 of this Agreement; (ii) agree that all claims in respect
of such action or proceeding may be heard or determined in any such court; and
(iii) agree not to bring any action or proceeding arising out of or relating to
Section 2 and/or 3 of this Agreement in any other court.  The parties hereby waive any defense of
inconvenient forum to the maintenance of any action or proceeding so
brought.  The parties hereby agree that a
final judgment in any action or proceeding so brought shall be conclusive and
may be enforced by suit on the judgment or in any other manner provided by law.


 


GENERAL PROVISIONS


 


4.             Definitions.


 


“Affiliate”
of any Person means any other Person which directly or indirectly controls, is
controlled by or is under common control with such Person.


 


“Board”
means the Company’s board of directors or the board of directors or similar
management body of any successor of the Company.


 


“Person”
means an individual, a partnership, a limited liability company, a corporation,
an association, a joint stock company, a trust, a joint venture, an
unincorporated organization and a governmental entity or any department, agency
or political subdivision thereof.


 


“Proprietary
Information” means any and all data and information
concerning the business affairs of the Company or any of its Affiliates and not
generally known in the industry in which the Company or any of its Affiliates is
or may become engaged, and any other information concerning any matters
affecting or relating to the Company’s or its Affiliates businesses, but in any
event Proprietary Information shall include, any of the Company’s and its
Affiliates’ past, present or prospective business opportunities, including
information concerning acquisition opportunities in or reasonably related to
the Company’s or its Affiliates businesses or industries, customers, customer
lists, clients, client lists, the prices the Company and its Affiliates obtain
or have obtained from the sale of, or at which they sell or have sold, their
products, unit volume of sales to past or present customers and clients, or any
other information concerning the business of the Company and its Affiliates,
their manner of operation, their plans, processes, figures, sales figures,
projections, estimates, tax records, personnel history, accounting procedures,
promotions, supply sources, contracts, know-how, trade secrets, information
relating to research, development, inventions, technology, manufacture,
purchasing, engineering, marketing, merchandising or selling, or other data
without regard to whether all of the foregoing matters will be deemed
confidential, material or important. 
Proprietary Information does not include any information which Executive
has obtained from a Person other than an employee of the Company, which was
disclosed to him without a breach of a duty of confidentiality.


 


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“Records”
means (i) any and all procedure manuals, books, records and accounts; (ii) all
property of the Company and its Affiliates, including papers, note books, tapes
and similar repositories containing Proprietary Information; (iii) all invoices
and commission reports; (iv) customer lists — partial and/or complete; (v) data
layouts, magnetic tape layouts, diskette layouts, etc.; (vi) samples; (vii)
promotional letters, brochures and advertising materials; (viii) displays and
display materials; (ix) correspondence and old or current proposals to any
former, present or prospective customer of the Company and its Affiliates; (x)
information concerning revenues and profitability and any other financial
conditions of the Company and its Affiliates; (xi) information concerning the
Company and its Affiliates which was input by Executive or at his direction,
under his supervision or with his knowledge, including on any floppy disk,
diskette, cassette or similar device used in, or in connection with, any
computer, recording devices or typewriter; (xii) data, account information or
other matters furnished by customers of the Company and its Affiliates; and
(xiii) all copies of any of the foregoing data, documents or devices whether in
the form of carbon copies, photo copies, copies of floppy disks, diskettes,
tapes or in any other manner whatsoever.


 


“Subsidiary”
means any corporation of which the Company owns securities having a majority of
the ordinary voting power in electing the board of directors directly or
through one or more subsidiaries.


 


5.             Notices.
Any notice provided for in this Agreement must be in writing and must be either
personally delivered, mailed by first class United States mail (postage
prepaid, return receipt requested) or sent by reputable overnight courier
service (charges prepaid) or by facsimile to the recipient at the address below
indicated:


 


If
to Executive:


 


	
  Shawn Mohr

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Tel No.:

  	
  (       )

  
	
  Fax No.:

  	
  (       )

  
						



 


If
to the Company:


 


26651
West Agoura Road


Calabasas,
California 91302




	
  Attention:

  	
  Chief Operating Officer

  
	
  Tel No.:

  	
  (818) 871-3300

  
	
  Fax No.:

  	
  (818) 880-0056

  






 


12





















 


with
a copy to:


 


Hogan
& Hartson, LLP


555
Thirteenth Street, N.W.


Washington,
D.C.  20004




	
  Attention:

  	
  J. Hovey Kemp

  
	
  Tel No.:

  	
  (202) 637-5623

  
	
  Fax No.:

  	
  (202) 637-5910

  






 


or such other address or
to the attention of such other person as the recipient party shall have
specified by prior written notice to the sending party.


 


6.             Executive’s
Representations and Warranties.  Executive represents and warrants
that he has full and authority to enter into this Agreement and fully to
perform his obligations hereunder, that he is not subject to any
non-competition agreement, and that his past, present and anticipated future
activities have not and will not infringe on the proprietary rights of others,
including, but not limited to, proprietary information rights or interfere with
any agreements he has with any prior employee. 
Executive further represents and warrants that he is not obligated under
any contract (including licenses, covenants or commitments of any nature) or
other agreement, or subject to any judgment, decree or order of any court or
administrative agency, which would conflict with or result in a breach of this
Agreement or which would in any manner interfere with the performance of his
duties for the Company.


 


7.             General Provisions.


 


(a)           Expenses.
Each party shall bear his or its own expenses in connection with the
negotiation and execution of this Agreement and the consummation of the
transactions contemplated by this Agreement.


 


(b)           Severability.  Whenever possible, each provision of this
Agreement will be interpreted in such manner as to be effective and valid under
applicable law, but if any provision of this Agreement is held to be invalid,
illegal or unenforceable in any respect under any applicable law or rule in any
jurisdiction, such invalidity, illegality or unenforceability will not affect
any other provision or any other jurisdiction, but this Agreement will be
reformed, construed and enforced in such jurisdiction as if such invalid,
illegal or unenforceable provision had never been contained herein.


 


(c)           Complete Agreement; Termination of
Consulting Agreement. This Agreement, any documents
expressly referred to herein and other documents of even date herewith embody
the complete agreement and understanding among the parties and supersede and
preempt any prior understandings, agreements or representations by or among the
parties, written or oral, which may have related to the subject matter hereof
in any way.  As of the Effective Date,
without further action by any Person, the Consulting Agreement shall be
superceded and terminated and shall no longer be in force or effect; it being understood that such termination
shall have no effect on the stock option granted to Executive thereunder.


 


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(d)           Counterparts; Facsimile
Transmission. This Agreement may be executed in separate
counterparts, each of which is deemed to be an original and all of which taken
together constitute one and the same agreement. Each party to this Agreement
agrees that it will be bound by its own telecopied signature and that it
accepts the telecopied signature of each other party to this Agreement.


 


(e)           Successors and Assigns.
Except as otherwise provided herein, this Agreement shall bind and inure to the
benefit of and be enforceable by Executive, the Company and their respective
successors and assigns; provided
that the rights and obligations of Executive under this Agreement shall not be
assignable and, provided further that, the rights
and obligations of the Company may be assigned to any Affiliate of the Company.


 


(f)            Choice of Law; Jurisdiction.
All questions concerning the construction, validity and interpretation of this
Agreement and the exhibits hereto will be governed by and construed in
accordance with the internal laws of the State of Delaware, without giving
effect to any choice of law or conflict 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.  The parties hereby: (i) submit
to the jurisdiction of any state or federal court sitting in California in any
action or proceeding arising out of or relating to Agreement; (ii) agree that
all claims in respect of such action or proceeding may be heard or determined
in any such court; and (iii) agree not to bring any action or proceeding
arising out of or relating to this Agreement in any other court. Executive
hereby waives any defense of inconvenient forum to the maintenance of any
action or proceeding so brought and waives any bond, surety or other security
that might be required of any other party with respect thereto. The parties
hereby agrees that a final judgment in any action or proceeding so brought
shall be conclusive and may be enforced by suit on the judgment or in any other
manner provided by law.


 


(g)           Remedies.
Each of the parties to this Agreement will be entitled to enforce its rights
under this Agreement specifically, to recover damages and costs (including
attorney’s fees) caused by any breach of any provision of this Agreement and to
exercise all other rights existing in its favor. The parties hereto agree and
acknowledge that money damages may not be an adequate remedy for any breach of
the provisions of this Agreement and that any party may in its sole discretion
apply to any court of law or equity of competent jurisdiction (without posting
any bond or deposit) for specific performance and/or other injunctive relief in
order to enforce or prevent any violations of the provisions of this Agreement.


 


(h)           Amendment and Waiver.
The provisions of this Agreement may be amended or and waived only with the
prior written consent of the Company, Executive and the Investor.


 


(i)            Business Days.
If any time period for giving notice or taking action hereunder expires on a
day which is a Saturday, Sunday or holiday in the state in which the Company’s
chief executive office is located, the time period shall be automatically
extended to the business day immediately following, such Saturday, Sunday or
holiday.


 


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(j)            Termination.
This Agreement shall survive the termination of Executive’s employment with the
Company and shall remain in full force and effect after such termination.


 


(k)           No
Waiver. A
waiver by any party hereto of any right or remedy hereunder on any one occasion
shall not be construed as a bar to any right or remedy which such party would
otherwise have on any future occasion. 
No failure to exercise nor any delay in exercising on the part of any
party hereto, any right, power or privilege hereunder shall preclude any other
or further exercise thereof or the exercise of any other right, power or
privilege.  The rights and remedies
herein provided are cumulative and may be exercised singly or concurrently, and
are not exclusive of any rights or remedies provided by law.


 


(l)            Insurance.  The Company, at its discretion, may apply for
and procure in its own name for its own benefit life and/or disability
insurance on Executive in any amount or amounts considered available. Executive
agrees to cooperate in any medical or other examination, supply any
information, and to execute and deliver any applications or other instruments
in writing as may be reasonably necessary to obtain and constitute such
insurance. Executive hereby represents that he has no reason to believe that
his life is not insurable at rates now prevailing for healthy men of his age.


 


(m)          Offset.  Except as prohibited by the California Labor
Code, whenever the Company or any of its Subsidiaries is obligated to pay any
sum to Executive or any Affiliate or related person thereof pursuant to this
Agreement, any bona fide debts that Executive or such Affiliate or related
person owes to the Company or any of its Subsidiaries may be deducted from that
sum before payment.


 


(n)           Indemnification and Reimbursement
of Payments on Behalf of Executive.  The Company and its Subsidiaries shall be
entitled to deduct or withhold from any amounts owing from the Company or any
of its Subsidiaries to Executive any federal, state, provincial, local or
foreign withholding taxes, excise taxes, or employment taxes (“Taxes”) imposed with respect to Executive’s compensation or
other payments from the Company or any of its Subsidiaries or Executive’s
ownership interest in the Company, including, but not limited to, wages,
bonuses, dividends, the receipt or exercise of stock options and/or the receipt
or vesting of restricted stock.


 


(o)           Insurance and Indemnification.  For
the period from the date of this Agreement through at least the tenth
anniversary of the Employee’s termination of employment from the Employer, the
Employer shall maintain the Employee as an insured party on all directors’ and
officers’ insurance maintained by the Employer for the benefit of its directors
and officers on at least the same basis as all other covered individuals and
provide the Employee with at least the same corporate indemnification as it
provides to the peer executives of the Employer.


 


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[THIS SPACE INTENTIONALLY LEFT BLANK; SIGNATURE
PAGE FOLLOWS]


 


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IN WITNESS WHEREOF, the parties hereto have
executed this Agreement on the date first written above.


 


	
   

  	
  ON ASSIGNMENT,
  INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Peter T.
  Dameris

  	
   

  
	
   

  	
  Name:

  	
  Peter T. Dameris

  	
   

  
	
   

  	
  Title:

  	
  Executive Vice
  President, On Assignment. Inc.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  /s/ Shawn Mohr

  	
   

  
	
   

  	
  SHAWN MOHR

  
					



 


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