EXHIBIT 10.10


FIRST AMENDMENT TO

DAMERIS SENIOR EXECUTIVE AGREEMENT


RECITALS


On Assignment,
Inc. (the “Company”) and Peter Dameris (“Executive”) have entered into a Senior Executive Agreement
dated October 27, 2003 (the “Employment Agreement”).  The Company and Executive desire to amend
certain provisions of the Employment Agreement pursuant to this First Amendment
to the Senior Executive Agreement (the “Amendment”),
dated December 14, 2006.  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.              The first paragraph
of Section 1 of the Employment Agreement is deleted and replaced in its
entirety by the following:


1.             Employment.  The Company hereby engages Executive to
serve as the Chief Executive Officer and 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.


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


(a)           Services.  During the Service
Term, Executive, as Chief Executive Officer and President of the Company, shall
have all the duties and responsibilities customarily rendered by Chief
Executive Officers and President of companies of similar size and nature and as
may be reasonably assigned from time to time by the Board.  Executive will report directly to the
Board.  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) with
the prior approval of the Board, serve as a director of up to two other
companies so long as such companies do not compete with the Company and Executive
notifies the Board in advance of accepting any such position.  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 shall be permitted under the terms
of this Agreement, upon conditions approved by the Board, to relocate his
principal residence to Texas and to perform his duties and responsibilities
under this Agreement from such location and commute from time to time to
the Company’s principal executive offices so long as such relocation does not materially interfere with Executive’s
satisfactory performance of his duties and responsibilities under this
Agreement and, provided, further,
that Executive will travel to such other locations as may be













reasonably
necessary in order to discharge his duties and responsibilities hereunder.  Executive shall have the right to attend all
meetings of the Board of Directors of the Company and will be nominated
for election as a director for each term for which he is eligible to serve
during the Service Term.


3.              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 $550,000 per
annum; provided, however, that any portion of
such Annual Base Salary that has become payable with respect to the period
commencing on August 1, 2006 and continuing through the Company payroll date
immediately preceding the date of the first amendment to this Agreement (the “Payroll Date”), but which amount has not been paid as of the
Payroll Date, shall be paid to Executive in a lump sum as soon as
practicable following the date of the first
amendment to this Agreement (the “Amendment Date”)
and, provided, further,
that the Annual Base Salary shall be
subject to review annually (beginning in the fourth quarter of each fiscal year
of the Company) by the Board for upward increases thereon.  With respect to calendar year 2006, Executive
will be eligible to receive an annual bonus in an amount of up to 120% of
Executive’s Annual Base Salary for such fiscal year (for purposes of
determining any 2006 annual bonus only, Executive’s 2006 Annual Base Salary
shall be deemed to be $550,000), 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.  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”).  The performance targets for Component A and
Component B may be revised in future years by the Compensation Committee after
consultation with Executive.  The
performance plan and targets applicable to Executive and adopted by the
Compensation Committee in December 2005 shall remain applicable for 2006.  Within 90 days of the beginning of each
calendar year thereafter 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 Internal Revenue Code Section
409A).



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4.              Section
1(b)(v) is added to the Employment Agreement as follows:


(v)           Additional Equity Grants.


(A)          Stock Option Grants.


(1)           Initial Grant.  Promptly following the Amendment Date, the
Company shall grant to Executive, under the Company’s Restated 1987 Stock
Option Plan (As Amended and Restated April 7, 2006) (the “Equity Plan),
an incentive (or, if not available for any reason, a nonqualified) stock option
(“Stock Option”) to purchase 500,000 shares
of the Company’s common stock (the “Initial  Stock Option”).  The Initial Stock Option shall be granted to
Executive at an exercise price per share equal to the closing price of the
Company’s common stock on the Nasdaq Stock Market on the date of grant (the “Fair Market Value”) and shall vest and become exercisable,
subject to Executive’s continued employment with the Company through each such
vesting date (and stockholder approval as provided in Section 1(b)(v)(H), other
than with respect to the first 100,000 shares), as follows: 11% on December 31,
2006, 1.83% on the last day of each month in 2007 (such that 33% would be
vested as of December 31, 2007), 2.83% on the last day of each month in 2008
(such that 67% would be vested as of December 31, 2008), 1.83% on the last day of
each month in 2009 (such that 89% would be vested as of December 31, 2009) and 0.92%
on the last day of each month in 2010 (such that 100% would be vested as of
December 31, 2010).  The terms and
conditions of the Initial Stock Option, including the applicable vesting
conditions, shall be set forth in a stock option agreement to be entered into
by the Company and Executive which shall evidence the grant of the Initial
Stock Option and, except as otherwise expressly provided herein, shall be
consistent with the terms and conditions contained in stock option agreements
provided to other key executives of the Company (any agreement evidencing a
Stock Option grant, a “Stock Option Agreement”).  The Initial Stock Option shall, subject to
the provisions of this Section 1(b)(v)(A)(1), be governed in all respects by
the terms of the Equity Plan and the applicable Stock Option Agreement.


(2)           Subsequent Grants.  On January 2, 2007, the Company shall grant
to Executive, under the Equity Plan, an incentive (or if not available for any
reason, a nonqualified) Stock Option to purchase [182,000] shares of the
Company’s common stock (the “Subsequent  Stock Option”).  The Subsequent Stock Option shall be granted
to Executive at an exercise price per share equal to the Fair Market Value and
shall vest and become exercisable, subject to Executive’s continued employment
with the Company through each such vesting date (and stockholder approval as
provided in Section 1(b)(v)(H)), as follows: 11% immediately and 1.83% on the
last day of each month in 2007 (such that 33% would be vested as of December
31, 2007), 2.83% on the last day of each month in 2008 (such that 67% would be
vested as of December 31, 2008), 1.83% on the last day of each month in 2009
(such that 89% would be vested as of December 31, 2009) and 0.92% on the last
day of each month in 2010 (such that 100% would be vested as of December 31,
2010).  The terms and conditions of the
Subsequent Stock Option, including the applicable vesting conditions, shall be
set forth in a stock option agreement to be entered into by the Company and
Executive which shall evidence the grant of the Subsequent Stock Option and,
except as otherwise expressly provided herein, shall be






(1) This number and the number in the following
paragraph were calculated based on an assumed pre-tax gain of $1.5 million
after three years of 6% common stock price appreciation. 



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consistent with the terms
and conditions contained in Stock Option Agreements provided to other key
executives of the Company.  The
Subsequent Stock Option shall, subject to the provisions of this Section
1(b)(v)(A)(2), be governed in all respects by the terms of the Equity Plan and
the applicable Stock Option Agreement.


(B)           Time-Vesting Restricted Stock Unit
Grants.


(1)           Initial Grant.  On January 2, 2007, the Company shall grant
to Executive, under the Equity Plan, a number of restricted stock units (“RSUs”) covering shares of Company common stock with a Fair
Market Value of $500,000 (the “Initial Time-Vesting RSU Grant”).  The Initial  Time-Vesting  RSU Grant, except as otherwise expressly provided herein,
shall be set forth in a restricted stock unit agreement between Executive and
the Company consistent with the terms and conditions contained in restricted
stock unit agreements provided to other key executives of the Company (any
agreement evidencing a grant of RSUs, a “RSU
Agreement”).  The Initial  Time-Vesting RSU Grant shall vest on the third anniversary
of the Initial  Time-Vesting RSU Grant date,
subject to Executive’s continued employment with the Company through such
vesting date and the other provisions of this Agreement.  Subject to Section 1(b)(v)(I) of this
Agreement, shares of Company common stock shall be delivered in respect of RSUs
vesting in accordance with this Section 1(b)(v)(B)(1) on or as soon as
practicable after the date on which such RSUs vest.


(2)           Subsequent Grants.  On the first business day of each of 2008 and
2009, subject in each case to Executive’s continued employment with the Company
through such date, the Company shall grant to Executive, under the Equity Plan,
RSUs covering shares of Company common stock with a with a Fair Market Value of
$500,000 (any such grant, a “Subsequent Time-Vesting RSU Grant”).  Each Subsequent Time-Vesting  RSU Grant shall be set forth in a RSU Agreement and shall
vest on the third anniversary of the grant date, subject to Executive’s
continued employment with the Company through such vesting date and the other
provisions of this Agreement.  Subject to
Section 1(b)(v)(I) of this Agreement, shares of Company common stock shall be
delivered in respect of RSUs vesting in accordance with this Section
1(b)(v)(B)(2) on or as soon as practicable after the date on which such RSUs
vest.


(C)           TSR Performance-Vesting RSU Grants.


(1)           Initial Grant.  On January 2, 2007, the Company shall grant
to Executive, under the Equity Plan, RSUs covering shares of Company common
stock with a Fair Market Value of $500,000 (the “Initial TSR
Performance-Vesting RSU Grant”).  The Initial TSR Performance-Vesting  RSU Grant shall be set forth in a RSU Agreement.  Subject to Executive’s continued employment
with the Company through the end of the third calendar year following the date
of grant (December 31, 2009) and the other provisions of this Agreement, at the
end of the third calendar year following the date of grant (December 31, 2009),
a 0-100% percentage of the Initial TSR Performance-Vesting  RSU Grant shall vest based on the Company’s
total share return performance compared to that of certain peer companies for
the three years following the date of the grant (2007, 2008 and 2009), as
specified below (the “Initial TSR Performance
Goals”).  Subject to Section
1(b)(v)(I) of this Agreement, shares of Company common stock shall be delivered
in respect of RSUs vesting in accordance with this Section 1(b)(v)(C)(1) on or
as soon as practicable after the date on which such RSUs vest.



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(2)           Subsequent Grants.  On the first business day of each of 2008 and
2009, subject in each case to Executive’s continued employment with the Company
through such date, the Company shall grant to Executive, under the Equity Plan,
RSUs covering shares of Company common stock with a Fair Market Value of $500,000
(any such grant, a “Subsequent TSR Performance-Vesting
RSU Grant”).  Each Subsequent TSR
Performance-Vesting  RSU Grant
shall be set forth in a RSU Agreement.  Subject
to Executive’s continued employment with the Company through the end of the
third calendar year following the date of grant (inclusive of the year in which
the grant is made) and the other provisions of this Agreement, at the end of such
third calendar year following the date of grant, a 0-100% percentage of the
Subsequent TSR Performance-Vesting  RSU Grant shall vest based on the
Company’s total share return performance compared to that of certain peer
companies for such three-year period, as specified below (such performance
goals determined with respect to any Subsequent TSR Performance-Vesting RSU Grant,
“Subsequent TSR Performance Goals” and,
together with the Initial TSR Performance Goals, the “TSR Performance
Goals”).


(3)           TSR Performance Goals.  The TSR Performance Goals shall be based on
the appreciation in the price of the Company’s common stock and dividends (assuming
reinvestment in the stock) compared to certain peer companies agreed to by the
Executive and the Company within the first 90 days of the first year of the
grant and set forth in the minutes of the Compensation Committee.  The price appreciation will be measured as
the difference between the average closing prices of the common stock of the
Company and the peer companies on the first 20 trading days of the first
calendar year and the last 20 trading days of the third calendar year.  For purposes of the calculation, the Company’s
common stock price at the beginning of the first year shall be adjusted such
that it would equal the price/EBITDA multiple for the peer companies. The mean (50th percentile) percentage return of the peer
companies will be calculated as the arithmetic average of the percentages of each.  The highest return of the peer companies will
be the 100th percentile and the lowest return of the peer
companies shall be the 0th percentile.  On such basis compared to the selected
companies, (1) for less than the 42.5th percentile the vesting percentage shall be 0%,
(2) for between the 42.5th percentile and the mean (50th percentile) the vesting percentage shall be
between 25% and 50% (based on a sliding scale), (3) for between the mean (50th percentile) and the 70th percentile the vesting percentage shall be
between 50% and 83.5% (based on a sliding scale), (4) for between the 70th percentile and the 80th percentile the vesting percentage shall be
between 83.5% and 100% (based on a sliding scale) and (5) for above the 80th percentile the vesting percentage shall be
100%.






(2)For example, if the Company’s closing stock price
at the beginning of the first year reflects a multiple of the EBITDA for the
twelve months ended September 30, 2006 of 12 and the mean closing stock price
of the peer companies reflects a multiple of 10, the Company’s stock price at
the beginning of the first year for purposes of the calculation would be
reduced by 16.67%.


(3) For example, if the total shareholder return for
peer companies is 3%, 5% and 7%, (1) the 0th percentile shall be 3%, (2) the 35th percentile shall be 4.4%, (3) the 42.5th percentile shall be 4.7%, (4) the mean (50th percentile) shall be 5% (5) the 70th percentile shall be 5.8%, (6) the 80th percentile shall be 6.2%, and (7) the 100th percentile shall be 7%.


(4) For example, if the median total shareholder
return for the peer companies for 2007, 2008 and 2009 is 5% and the difference
between the adjusted stock price of the Company’s common stock at the beginning
of 2007 and the actual stock price of the Company’s common stock at the end of
2009 is 5%, 50% of the shares subjuect to the Initial TSR Performance-Vesting
RSU Grant shall vest on December 31, 2009 subject to the other provisions of
this Agreement.


 



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(D)          EBITDA Performance-Vesting
Restricted Stock Grants.


(1)           Initial Grant.  On January 2, 2007, the Company shall grant
to Executive, under the Equity Plan, a number of restricted shares of Company
common stock (“Restricted Stock”) with a Fair
Market Value of $500,000 (the “Initial EBITDA Performance-Vesting
Restricted Stock Grant”).  The Initial EBITDA Performance-Vesting  Restricted Stock Grant shall be subject to restrictions (“Restrictions”) and set forth in an agreement between
Executive and the Company consistent with the terms and conditions contained in
restricted stock agreements provided to other key executives of the Company
(any agreement evidencing a grant of Restricted Stock, a “Restricted
Stock Agreement”).  Subject to
Sections 1(b)(v)(F) and (G) and 1(c)(iii)(A) below, at the end of the third calendar
year following the date of grant (December 31, 2009), a 0-100% percentage of
the shares subject to the Initial EBITDA Performance-Vesting  Restricted Stock
Grant specified by the Compensation Committee shall vest and all
Restrictions thereon shall lapse, if (and only if) (1) the Company has attained
(with a target of 50%) the annual EBITDA growth goals for the first year
following the date of the grant (2007) (the “Initial EBITDA
Performance Goals”) and (2) Executive remains continuously employed
with the Company through the end of the third calendar year following the date
of grant (December 31, 2009).


(2)           Subsequent Grants.  On the first business day of 2008 and 2009,
the Company shall grant to Executive, under the Equity Plan, a number of shares
of Restricted Stock with a Fair Market Value of $500,000 (any such grant, a “Subsequent EBITDA Performance-Vesting Restricted Stock Grant”).  Each Subsequent EBITDA Performance-Vesting  Restricted Stock Grant shall be set forth in a Restricted
Stock Agreement.  Subject to Sections
1(b)(v)(F) and (G) and 1(c)(iii)(A) below, at the end of the third calendar
year following the date of grant, a 0-100% percentage of the shares subject to
the Subsequent EBITDA Performance-Vesting  Restricted Stock Grant specified by the
Compensation Committee shall vest and all Restrictions thereon shall lapse, if
(and only if) (1) the Company has attained (with a target of 50%) the annual
EBITDA growth goals for the first year following the date of the grant (such EBITDA
growth goals determined with respect to any Subsequent EBITDA Performance-Vesting
Restricted Stock Grant, “Subsequent EBITDA Performance
Goals” and, together with the Initial EBITDA Performance Goals, the “EBITDA Performance Goals” and, together with the TSR
Performance Goals, the “Performance Goals”)
and (2) Executive remains continuously employed with the Company through the
end of the third year following the date of grant.


(3)           EBITDA Performance Goals.  The EBITDA Performance Goals shall be adopted
by the Compensation Committee in consultation with Executive no later than 90
days after the applicable grant date and shall be set such that that there is
an reasonable likelihood of attainment of the target, which would result in 50%
vesting of the Initial EBITDA Performance-Vesting Restricted Stock Grant or
Subsequent EBITDA Performance-Vesting Restricted Stock Grant, as applicable.



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(E)           Stock Bonus.  Promptly following the Amendment Date, the
Company shall make a one-time grant to Executive, under the Equity Plan, of 25,000
fully vested and unrestricted shares of the Company’s common stock (the “Stock Bonus”).


(F)           Certain Events.  Notwithstanding the foregoing and the
Executive Change of Control Agreement, immediately prior to the earliest to
occur of a Corporate Transaction (as defined in the Equity Plan) or a Change of
Control (as defined in the Executive Change of Control Agreement), (1) any
unvested Initial Stock Option, Subsequent Stock Option, Initial Time-Vesting
RSU Grant and Subsequent Time-Vesting RSU Grant shall vest fully as set forth
in the Executive Change of Control Agreement and shares in respect of such
vested RSUs shall be delivered at the first time available pursuant to Section
409A without regard to Section 1(b)(v)(B)(3) of this Agreement, (2) any unvested
Initial TSR Performance-Vesting RSU Grant and Subsequent TSR
Performance-Vesting RSU Grant shall vest in accordance with the attainment of
the Performance Goals through the date of the event (and not pro-rated for any
time elapsed during the period) and (3) any unvested Initial EBITDA
Performance-Vesting Restricted Stock Grant and Subsequent EBITDA
Performance-Vesting Restricted Stock Grant shall vest (a) for years that have
been completed, in accordance with the attainment of the Performance Goals for
such year, and (b) for the year in which such event occurs, in accordance with
the greater of the attainment of the Performance Goals for the prior year and
the attainment of the Performance Goals to date in such year (and not pro-rated
for any time elapsed during the year).


(G)           Forfeiture.


(1)           General.  Except as otherwise provided in this
Agreement, all shares subject to the Initial Stock Option, the Subsequent Stock
Option, the Initial Time-Vesting RSU Grant, any Subsequent Time-Vesting RSU
Grant, the Initial TSR Performance-Vesting RSU Grant, any Subsequent TSR
Performance-Vesting RSU Grant, the Initial EBITDA Performance-Vesting
Restricted Stock Grant and any Subsequent EBITDA Performance-Vesting Restricted
Stock Grant (together, the “2006 Equity Awards”)
that have not vested and, in the case of any options, become exercisable, or
with respect to which the Restrictions have not lapsed (after taking into
consideration any vesting, exercisability and/or Restriction lapsing that may
occur prior to or in connection with any termination of employment, as provided
in this Agreement or any other agreement with Executive), as applicable, as of
Executive’s termination of employment for any reason shall be forfeited and
canceled upon Executive’s termination of employment without consideration
therefor.






(5) For example, if such event occurs on June 30, 2008
and the TSR Performance Goals had been met at the maximum levels through such
date, 100% of the Initial TSR Performance-Vesting RSU Grant and the Subsequent
TSR Performance-Vesting RSU Grant made in 2008 shall vest.


(6) For example, if such event occurs on June 30, 2008
and the EBITDA Performance Goals had been met at the maximum levels for 2007
and the first half of 2008, 100% of the Initial EBITDA Performance-Vesting
Restricted Stock Grant and the Subsequent EBITDA Performance-Vesting Restricted
Stock Grant made in 2008 shall vest.


 



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(2)           Time-Vesting RSUs.  On or prior to December 31, 2009, in the
event of the Executive’s death, Disability or termination by the Company
without Cause, and after December 31, 2009, in the event of Executive’s
termination of employment for any reason, any unvested Initial Time-Vesting RSU
Grant and Subsequent Time-Vesting RSU Grant shall vest immediately prior to
such events, on a pro-rata basis (based on the number of months Executive
worked since the date of grant)  with
respect to all shares constituting such grant. 
Shares of Company common stock shall be delivered in respect of RSUs
vesting in accordance with this Section 1(b)(v)(G)(2) on or as soon as
practicable after the date on which such RSUs vest.


(3)           Performance-Vesting RSUs
and Restricted Stock.   On or
prior to December 31, 2009, in the event of the Executive’s death, Disability
or termination by the Company without Cause, and after December 31, 2009, in
the event of Executive’s termination of employment for any reason, (a) any unvested
Initial TSR Performance-Vesting RSU Grant and Subsequent TSR
Performance-Vesting RSU Grant shall vest in accordance with the attainment of
the Performance Goals through the date of the event (and pro-rated for time
elapsed during the period) and (b) any unvested Initial EBITDA
Performance-Vesting Restricted Stock Grant and Subsequent EBITDA
Performance-Vesting Restricted Stock Grant shall vest (I) for years that have
been completed, in accordance with the with respect to the attainment of the
Performance Goals for such year, and (II) for the year in which such event
occurs, in accordance with the attainment of the Performance Goals to date in
such year (and pro-rated for time elapsed during the year).


(4)           Cause.  If the Company terminates Executive’s
employment for Cause, any such outstanding 2006 Equity Awards shall be
forfeited, as of the commencement of business on the date of such termination,
with respect to all shares subject thereto, whether or not vested at the time
of termination, without consideration therefor.


(H)          Stockholder Approval.  Notwithstanding the foregoing, 400,000 shares
subject to the Initial Stock Option and all shares subject to the Subsequent
Stock Option are subject to, and shall not vest or, in the case of options,
become exercisable, prior to approval by the stockholders of the Company of an
amendment to the Equity Plan to increase the number of shares available for
issuance thereunder to a sufficient amount to cover shares subject to such
awards; provided, however,
that if, at the time of such grants or thereafter, the Compensation Committee
determines that shares previously approved by the Company’s stockholders were available
under the Equity Plan at the time of such grant(s), then the Compensation
Committee may, in its sole discretion, reduce the number of shares subject to
shareholder approval under this Section 1(b)(v)(H) to the extent that shares
were so available under the Equity Plan. 
If






(7) For example, if such event occurs on June 30, 2008
and the TSR Performance Goals had been met at the maximum levels through such
date, 50% of the Initial TSR Performance-Vesting RSU Grant and 16.67% of the
Subsequent TSR Performance-Vesting RSU Grant made in 2008 shall vest.


(8) For example, if such event occurs on June 30, 2008
and the EBITDA Performance Goals had been met at the maximum levels for 2007
and the first half of 2008, 100% of the Initial EBITDA Performance-Vesting
Restricted Stock Grant and 50% of the Subsequent EBITDA Performance-Vesting
Restricted Stock Grant made in 2008 shall vest.


 



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stockholder approval of
the increase described in this Section 1(b)(v)(H) is not obtained prior to
December 31, 2009, then such grants (to the extent conditioned upon stockholder
approval of their underlying shares) shall be forfeited and cancelled.


(I)            Internal Revenue Code Section
162(m).  Notwithstanding anything
contained herein to the contrary, if the Compensation Committee determines in
its reasonable discretion that the Company’s tax deduction that would otherwise
arise under Section 162 of the Internal Revenue Code in connection with the
vesting and delivery of any shares of Company common stock in respect of the
Initial Time-Vesting RSU Grant, any Subsequent Time-Vesting RSU Grant, the
Initial TSR Performance-Vesting RSU Grant and/or any Subsequent TSR
Performance-Vesting RSU Grant, in any case, would be materially limited or
reduced by the application of Section 162(m) of the Internal Revenue Code,
then, to the extent necessary to prevent such limitation or reduction, the
Company may delay the delivery of such shares until the earliest practicable
date in the earlier to occur of (a) the first year in which the Company
reasonably anticipates that the delivery of such shares will not result in such
limitation or reduction, or (b) the year in which Executive’s employment with
the Company terminates.  For the
avoidance of doubt, the provisions contained in this Section 1(b)(v)(I) are
intended to comply with the permissible delay of certain payments described in
Prop. Treas. Reg. Section 1.409A-2(b)(5).


4.  The following sentence is added to the end of
Section 1(c)(i)(E):


For the avoidance
of doubt, in no event shall Executive’s ceasing to serve as the President of
the Company, whether voluntarily or involuntarily, constitute Good Reason.


5.  Section 1(c)(iii)(A) is deleted and replaced
in its entirety by the following:


(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:


(1)           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’s Annual Base Salary in accordance with Company payroll
procedures applicable to senior executives of the Company, as in effect from
time to time, and to pay for Executive’s existing Company insurance coverage,
subject to Executive’s proper election to continue healthcare coverage under
Section 4980B of the Internal Revenue Code and the regulations thereunder; and


(2)           Any unvested Initial Time-Vesting RSU
Grant,  Subsequent Time-Vesting RSU
Grant, Initial TSR Performance-Vesting RSU Grant, Initial EBITDA
Performance-Vesting Restricted Stock Grant, Subsequent TSR Performance-Vesting
RSU Grant and Subsequent EBITDA Performance-Vesting Restricted Stock Grant
shall vest as provided elsewhere in this Agreement.


For purposes of
paragraph (e) below, the payments of Annual Base Salary and insurance premiums
and the accelerated vesting and lapsing of Restrictions with respect to any
2006 Equity Award, in any case, as described in this Section 1(c)(iii)(A), are
collectively 



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referred to as “Severance Payments.”  In addition, the Company will pay
to Executive in a lump-sum the value of any accrued but unused vacation time.


6.  Section 1(f) is deleted and replaced in its
entirety by the following:


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 continue through December 31,
2009 (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 December 31, 2009 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 date 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 Amendment Date.


7.  Section 7(p) is added to the Employment
Agreement as follows:


(p)           Clawback.  To the extent
permitted under applicable law, Executive agrees to reimburse the Company for
amounts determined by final judicial process to be due to the Company pursuant
to Section 304 of the Sarbanes-Oxley Act of 2002.


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


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 PAGE FOLLOWS]



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


	
  

  	
  EXECUTIVE

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  /s/ Peter Dameris 

  
	
   

  	
  PETER DAMERIS  

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  ON ASIGNMENT, INC

  
	
   

  	
   

  
	
   

  	
  /s/ Jonathan S. Holman

  	
   

  
	
   

  	
  By:

  	
  Jonathan S. Holman

  
	
   

  	
  Its:

  	
  Chair Compensation Committee

  
					



 



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