Exhibit
10.1


 


SENIOR EXECUTIVE AGREEMENT


 


THIS
AGREEMENT by and between ON ASSIGNMENT, INC., a Delaware corporation (the “Company”)
and PETER T. DAMERIS (“Executive”) is executed on
October 27, 2003, but is effective for all purposes as of November 3, 2003.


 


Recitals


 


A.     The Company and Executive
desire to enter into an agreement pursuant to which Executive will be employed
as the Chief Operating Officer and Executive Vice President of the Company on
the terms and conditions set forth in this Agreement.


 


B.      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 Operating Officer and
Executive Vice President of the Company, 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 Operating Officer and Executive Vice
President of the Company, shall have all the duties and responsibilities
customarily rendered by Chief Operating Officers of companies of similar size
and nature and as may be reasonably assigned from time to time by the Board and
the Company’s Chief Executive Officer (the “CEO”). 
Executive will report directly to the CEO.  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 and own up to 5% of the
outstanding voting securities of any public company; or (C) serve as a director
of up to two other companies so long as such companies do not compete with the
Company.  Unless the Company and
Executive agree to the contrary, Executive’s place of employment shall be at
the Company’s principal executive offices 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.  Executive shall
have the right to attend all meetings of the Board of Directors of the Company
and will be considered for Board membership on the first anniversary of the
effective date of this agreement.


 

















 


(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 $328,000 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 thereon.  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 CEO and recommended to the
Compensation Committee.  A 50% bonus
opportunity will apply to achievement of plan targets that are a combination of
targets for revenue and EBITDA.  An
additional 50% bonus opportunity (thereby making the total bonus opportunity
100% of Executive’s Annual Base Salary) will apply for performance exceeding plan
targets based upon revenue and EBITDA performance, and further based on a
formula adopted by the Compensation Committee after consultation with Executive
and the CEO.  Within 90 days of the
effective date of this Agreement, Executive and the CEO 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 travel and other expenses, subject to
standard and reasonable documentation requirements.  In addition, Executive will receive a stipend of $450 per month
for lease of an automobile and other related expenses during the Service
Term.  Executive shall also be eligible
to receive four weeks paid vacation per annum. 
Any unused vacation time during each fiscal year shall be “rolled-over”
to the following fiscal year to the extent permitted by the Company’s policies
for other senior executives of the Company.


 


(iii)         Stock
Options.  Executive shall receive a stock option grant
for the purchase of 200,000 shares of the common stock of the Company at an
exercise price


 


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equal to the closing price of the Company’s common stock (the “Common Stock”) on the NASDAQ National
Market System on the last trading day preceeding the date of grant.   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 hereof 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.  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 key executives of the Company.


 


(iv)          Relocation Benefits.  The
Company will pay or reimburse Executive for the expenses incurred by Executive
in connection with (a) the relocation of Executive, Executive’s family and
household to the area of the Company’s headquarter and (b) the establishment of
Executive’s new residence in the area of the Company’s headquarters, which
expenses shall include but not be limited to, travel expenses, mortgage fees
and closing costs, subject to standard and
reasonable documentation requirements. 
If the Internal Revenue Service or any state or local taxing authority
takes the position that the relocation expenses paid or reimbursed subject to
this Section 1(b)(iv) results in the receipt of taxable income to Executive,
such expenses shall include an amount equal to the aggregate Federal, state and
local income and employment taxes imposed on Executive as a direct result of
such payment or reimbursement.  The
maximum amount the Company will pay or reimburse for relocation expenses
pursuant to this Section 1(b)(iv) is $130,000, this limit excluding any
additional amounts the Company will reimburse Executive for any taxes due on
any portion of this relocation reimbursement because that reimbursement has
been deemed taxable income to the Executive.


 


(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.


 


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(D)          Termination by the
Company by the delivery to Executive of a written notice from the Board or the
CEO 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 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, and such neglect has not been cured within 30 days
after Executive receives notice thereof from the Board;


 


(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.


 


In order for the termination to be effective: Executive must be
notified in writing (which writing shall specify the cause in reasonable
detail) of any termination of his employment for Cause.  Executive will then have the right, within
ten days of receipt of such notice, to file a written request for review by the
Company.  In such case, Executive will
be given the opportunity to be heard, personally or by counsel, by the Board
and a majority of the Directors must thereafter confirm that such termination
is for Cause.  If the Directors do not
provide such confirmation, the termination shall be treated as other than for
Cause.  Notwithstanding anything to the
contrary contained in this paragraph, Executive shall have the right after
termination has occurred to appeal any determination by the Board that such
termination was for “Cause” in accordance with the provisions of Section
7(f) hereof.


 


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.


 


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(E)           Executive’s
voluntary resignation by the delivery to the Company and the Board of at least
30 days written notice from Executive that Executive has resigned with or
without Good Reason.  “Good
Reason” shall mean Executive’s resignation from employment with the
Company within 30 days after the occurrence of any one of the following:


 


(1)           the failure of the
Company to pay an amount owing to Executive hereunder after Executive has
provided the Company and the Board with written notice of such failure and such
payment has not thereafter been made within 15 days of the delivery of such
written notice;


 


(2)           the relocation of
Executive from the corporate headquarters metropolitan area (as  of the date of this agreement) without his
consent.


 


The delivery by Executive of notice to the Company that he does not
intend to renew this Agreement as provided in Section 1(f) shall
constitute a resignation by Executive without Good Reason unless such notice
fulfills the requirements of Section 1(c)(i)(E)(1)or (2) above.


 


(ii)           Date of Termination.  “Date of
Termination” means (i) if the employment is terminated for Cause, or by Good
Reason, 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
other than for Cause or Disability, the Date of Termination shall be the date
on which the Employer notifies the Employee of such termination and (iii) if
the Employee’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.


 


(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) or by Executive with
Good Reason, the Company will continue, for a period of eighteen (18)
months commencing on the effective date of the 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 contingent mutual release in a
form mutually acceptable to both the Company and Executive 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.


 


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(B)           If
the Company terminates Executive’s employment for Cause, or if Executive
resigns without Good Reason (including by operation of the last paragraph of Section
1(c)(i)(E)), 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.  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
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.


 


(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)


 


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above,
Executive’s employment under this Agreement shall commence on November 7, 2003
and shall terminate on November 6, 2006 (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 November 7, 2006 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 November 7th 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 November 6, 2006.


 


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 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,
unless and to the extent that (except as otherwise provided in the definition
of Proprietary Information) the aforementioned matters become 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. 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.  Nothing in this Section 2(a)
shall be construed to prevent Executive from using his general knowledge and
experience in future employment so long as Executive complies with this Section
2(a) and the other restrictions contained in this Agreement.


 


(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


 


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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.


 


(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)           Use of 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.


 


(e)           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


 


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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 eighteen (18) months thereafter, Executive shall not directly or
indirectly through another entity: (i) induce or attempt to induce any employee
of the Company or any Affiliate to leave the employ of the Company or such
Affiliate, or in any way interfere with the 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 nine (9)
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
relationship between any such customer, client, supplier, licensee or business
relation and the Company or any Affiliate; (iv) call on, solicit or service any
Person who was a customer or client of the Company or any Affiliate or (v) call
on, solicit or service any Person who was 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 entertained
discussions with to become a client or customer at any time during the twelve
(12) month period immediately preceding the date of such 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 restriction 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


 


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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.


 


(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 and waives any bond, surety or other
security that might be required of any other party with respect thereto. 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.


 


“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.


 


“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.


 


“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:

  	
   

  	
   

  
	
   

  
	
   

  	
   

  	
  Peter
  T. Dameris

  
	
   

  	
   

  	
  26651
  West Agoura Road

  
	
   

  	
   

  	
  Calabasas,
  California 91302

  
	
   

  	
   

  	
  Tel
  No.:

  	
  (818)
  878-7900

  
	
   

  
	
   

  	
  If
  to the Company:

  	
   

  	
   

  
	
   

  
	
   

  	
   

  	
  26651
  West Agoura Road

  
	
   

  	
   

  	
  Calabasas,
  California 91302

  
	
   

  	
   

  	
  Attention:

  	
  Chief
  Executive Officer

  
	
   

  	
   

  	
  Tel
  No.:

  	
  (818)
  871-3300

  
	
   

  	
   

  	
  Fax
  No.:

  	
  (818)
  880-0056

  
									



 


11

















 


	
   

  	
  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. This Agreement, those 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.


 


(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


 


12

















 


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.


 


(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.


 


13

















 


(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.  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.


 


 


[THIS SPACE INTENTIONALLY LEFT BLANK;
SIGNATURE PAGE FOLLOWS]


 


14

















 


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


 


 


	
   

  	
  ON
  ASSIGNMENT, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Joseph Peterson,
  M.D.

  	
   

  
	
   

  	
   

  	
  Joseph
  Peterson, M.D.

  
	
   

  	
   

  	
  President
  and Chief Executive Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ Peter T. Dameris

  	
   

  
	
   

  	
  PETER
  T. DAMERIS

  
					



 


15