ex10_1.htm


    


    First
Amendment to

    Amended
and Restated

    Senior
Executive Agreement

    


    


    RECITALS

    


    On Assignment, Inc. (the “Company”) and Peter Dameris
(“Executive”) have
entered into an Amended and Restated Senior Executive Agreement dated December
11, 2008 (the “Employment
Agreement”).  The Company and Executive desire to amend certain
provisions of the Employment Agreement pursuant to this First Amendment to the
Amended and Restated Senior Executive Agreement (the “Amendment”), dated March 19,
2009.  For good and valuable consideration, receipt of which is hereby
acknowledged by both the Company and Executive, the Company and Executive hereby
amend the Employment Agreement as follows:

    


    AMENDMENT

    


    
      1.    
Section
1(b)(i) of the Employment Agreement is deleted and replaced in its entirety by
the following:

    

     

    
          (b)       Salary, Bonus and
Benefits.

    

     

    (i)           Salary
and Bonus. During the Service Term,
effective from and after August 1, 2006, 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
$635,250 per annum; provided,
however, that
the Annual Base Salary shall be subject to review annually (beginning in the
third quarter of each fiscal year of the Company) by the Board for upward
increases thereon.  With respect to calendar year 2006 and
thereafter during the Service Period, Executive will be eligible to receive an
annual bonus in an amount of up to 120% of Executive’s Annual Base Salary for
each fiscal year, as determined by the Compensation Committee of the Board of
Directors (the “Compensation
Committee”) 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 recommended to the
Compensation Committee.  With respect to calendar years 2006, 2007 and
2008, such annual bonus opportunity shall be comprised of (A) a 60% bonus
opportunity applicable to achievement of plan targets that are a combination of
targets for revenue and EBITDA (“Component A”), and (B) an
additional 60% bonus opportunity (thereby making the total bonus opportunity
120% of Executive’s Annual Base Salary) for performance exceeding plan targets
based upon revenue and EBITDA performance (“Component B”).  With
respect to calendar year 2009, such annual bonus opportunity shall be comprised
of three separate, stand-alone bonus opportunities: (1) a  bonus
opportunity equal to 60% of Executive’s Annual Base Salary applicable to
achievement of an EBITDA target (“Bonus
A”), (2) a bonus opportunity of up to 42% of Executive’s Annual Base
Salary based on the Company’s attainment of an operating margin (defined as a
percentage expression of operating income plus interest, taxes, amortization,
depreciation and FAS 123(r) expense) within a range constituting ninety percent
(90%) to one hundred percent (100%) of an established operating margin target
(“Bonus
B”), and (3) a bonus opportunity of up to 18% of Executive’s Annual Base
Salary (with the exact amount between 0 and 18% to be determined in the
discretion of the Committee) based on the Company
attaining a specified cash generation target 


    
      
        
          


           

        

         


      

      
         


        
          

        

      

      
         


      

    


    and/or the Company entering into
an amendment to the existing credit facility, on terms acceptable to the
Board of Directors
of the Company (“Bonus
C”). Within 90 days of the
beginning of each calendar year during the Service Period, the Compensation
Committee will determine, after consultation with Executive, the targets
applicable to Executive based on the Company’s performance
plan.  All performance plan targets will be defined in terms
that exclude the effects of any nonrecurring charges, including without
limitation, charges related to goodwill write-offs, acquisitions, dispositions
or changes in accounting treatment.  The annual bonus, if any, shall
be due and payable to Executive, in cash, on or prior to March 15th of the
year immediately following that in which such annual bonus is earned (for the
avoidance of doubt, this deadline is intended to comply with the “short-term
deferral” exemption from the application of Section 409A).

    


    


    ******************

    


    The modifications to the Employment
Agreement contained in this Amendment shall, except as expressly provided
otherwise herein, take effect from and after the date of this
Amendment.  Except as expressly provided herein, all terms and
conditions of the Employment Agreement shall remain in full force and
effect.

    


    


    


    [SIGNATURE
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    IN WITNESS WHEREOF, Executive
and the Company have executed this Amendment as of the date first above
written.

     

    
      
        	 	EXECUTIVE	 
	 	 	 	 
	
                 

              	
                By:
      

              	/s/Peter
      Dameris	 
	 	 	PETER
      DAMERIS	 
	 	 	 	 
	 	 	 	 


      

    

    
      
        	 	ON ASSIGNMENT,
      INC.	 
	 	 	 	 
	
                 

              	
                By:
      

              	/s/Jonathan
      Holman      	 
	 	 	JONATHAN
      HOLMAN	 
	 	 	Its:  CHAIRMAN
      OF COMPENSATION COMMITTEE