Exhibit 10.1


 


Form of
Restricted Stock Unit Agreement


 


	
   

  	
  Grant No.: 

  	
   

  



 


 


ON ASSIGNMENT, INC.


RESTATED
1987 STOCK OPTION PLAN


(as amended
and restated April 18, 2003)


 


STOCK
UNIT AGREEMENT


 


On
Assignment, Inc., a Delaware corporation (the “Company”), hereby grants
stock units relating to shares of its common stock, $.01 par value (the “Stock”),
to the individual named below as the Grantee, subject to the vesting conditions
set forth in the attachment.  Additional
terms and conditions of the grant are set forth in this cover sheet, in the
attachment and in the Company’s Restated 1987 Stock Option Plan (the “Plan”).


 


	
  Grant Date:

  	
   

  	
  , 20

  	
   

  	
   

  
	
   

  
	
  Name of Grantee:

  	
   

  	
   

  
	
   

  
	
  Grantee’s Employee Identification Number:

  	
   

  	
  -

  	
   

  	
  -

  	
   

  	
   

  
	
   

  
	
  Number of Stock Units Covered by Grant:

  	
   

  	
   

  
															



 


By signing this cover sheet, you
agree to all of the terms and conditions described in this Agreement and in the
Plan, a copy of which will be provided on request.  You acknowledge that you have carefully
reviewed the Plan and agree that the Plan will control in the event any
provision of this Agreement should appear to be inconsistent with the terms of
the Plan.


 


	
  Grantee:

  	
   

  	
   

  
	
   

  	
  (Signature)

  	
   

  
	
   

  	
   

  
	
  Company:

  	
   

  	
   

  
	
   

  	
  (Signature)

  	
   

  
	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
				



 


Attachment


 


This is not a stock
certificate or a negotiable instrument.


 





















 


ON ASSIGNMENT, INC.


RESTATED
1987 STOCK OPTION PLAN


 


STOCK
UNIT AGREEMENT


 


	
  Stock Unit Transferability

  	
   

  	
  This grant is an award of stock units in the number of units set
  forth on the cover sheet, subject to the vesting conditions described below (“Stock
  Units”). Your Stock Units may not be transferred, assigned, pledged or
  hypothecated, whether by operation of law or otherwise, nor may the Stock
  Units be made subject to execution, attachment or similar process.

  
	
   

  	
   

  	
   

  
	
  Definitions

  	
   

  	
  Capitalized terms not
  defined in this Agreement are defined in the Plan, and have the meaning set
  forth in the Plan.

  
	
   

  	
   

  	
   

  
	
  Vesting

  	
   

  	
  Your Stock Unit grant vests as to twenty five percent (25%) of the
  total number of Stock Units shown on the cover sheet on August 3, 2006,
  as long as you continue to be a Service Provider on that date. An additional
  one-sixteenth (1/16) of the Stock Units under this Stock Unit grant (as shown
  on the cover sheet) will become vested on each of the following dates;
  provided, that, you then continue in Service:

   

  Vesting Dates

  
November 3, 2006

  
February 3, 2007
May 3, 2007
August 3, 2007
November 3, 2007

  
February 3, 2008
May 3, 2008
August 3, 2008
November 3, 2008

  
February 3, 2009
May 3, 2009
August 3, 2009

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  The resulting aggregate number of vested Stock Units will be rounded
  down to the nearest whole number of Stock Units. You may not vest in more
  than the number of Stock Units covered by this grant.  

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  No additional Stock Units will vest after your Service has terminated
  for any reason.

  
	
   

  	
   

  	
   

  
	
  Forfeiture of Unvested Units

  	
   

  	
  In the event that your Service terminates for any reason, unless
  otherwise provided in an applicable employment agreement between you and the
  Company or an Affiliate, you will forfeit all 

  



 


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  of the Stock Units that have not yet vested.

  
	
   

  	
   

  	
   

  
	
  Delivery of Stock Pursuant to Vested Units

  	
   

  	
  On each Vesting Date, a certificate for the shares of Stock
  represented by the Stock Units that became vested on that Vesting Date shall
  be delivered to you (or at the Company’s option an appropriate book-entry
  shall be made representing the issuance of the Stock), subject to the
  paragraph below regarding withholding taxes. Once the share of Stock
  represented by a vested Stock Unit has been delivered or otherwise issued to
  you, you shall have no further rights with regard to the Stock Unit.

  
	
   

  	
   

  	
   

  
	
  Leaves of Absence

  	
   

  	
  For purposes of this Stock
  Unit grant, your Service does not terminate when you go on a bona fide
  employee leave of absence that was approved by the Company in writing, if the
  terms of the leave provide for continued Service crediting, or when continued
  Service crediting is required by applicable law. However, your Service will
  be treated as terminating three months after you went on employee leave,
  unless your right to return to active work is guaranteed by law or by a
  contract. Your Service terminates in any event when the approved leave ends
  unless you immediately return to active employee work. 

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  The Company determines, in
  its sole discretion, which leaves count for this purpose, and when your
  Service terminates for all purposes under the Plan.

  
	
   

  	
   

  	
   

  
	
  Withholding Taxes

  	
   

  	
  You agree, as a condition of this grant, that you will make
  acceptable arrangements to pay any withholding or other taxes that may be due
  as a result of vesting in Stock Units or your acquisition of Stock under this
  grant. In the event that the Company determines that any federal, state,
  local or foreign tax or withholding payment is required relating to this
  grant, the Company will have the right to: (i) require that you arrange
  such payments to the Company, (ii) withhold such amounts from other
  payments due to you from the Company or any Affiliate, or (iii) cause an
  immediate forfeiture of shares of Stock subject to the Restricted Units
  granted pursuant to this Agreement in an amount equal to the withholding or
  other taxes due.

  
	
   

  	
   

  	
   

  
	
  Retention Rights

  	
   

  	
  This Agreement does not give you the right to be retained or employed
  by the Company (or any Affiliates) in any capacity. The Company (and any
  Affiliate) reserve the right to terminate your Service at any time and for
  any reason.

  
	
   

  	
   

  	
   

  
	
  Shareholder Rights

  	
   

  	
  You do not have any of the rights of a shareholder with respect to
  the Stock Units unless and until the Stock relating to the Stock Units has
  been delivered to you. You will, however, be entitled to receive, upon the
  Company’s payment of a cash dividend on its outstanding Stock, a cash payment
  for each Stock Unit that you then hold equal to the per-share dividend paid
  on the Stock. Such cash payment will be deemed reinvested in additional Stock
  Units 

  



 


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  at a price per unit equal to the Fair Market Value of a share of
  Stock on the date that such dividend is paid.

  
	
   

  	
   

  	
   

  
	
  Adjustments

  	
   

  	
  In the event of a stock split, a stock dividend or a similar change
  in the Company stock, the number of Stock Units covered by this grant will be
  adjusted (and rounded down to the nearest whole number) in accordance with
  the terms of Section 18 of the Plan.

  
	
   

  	
   

  	
   

  
	
  Corporate Transaction

  	
   

  	
  Your Stock Unit grant shall immediately vest in full, in the event
  of, and contingent upon the consummation of, any Corporate Transaction (as
  defined in the Plan), except to the extent the obligation to issue shares in
  connection with the Stock Unit grant is assumed by the successor corporation
  (or parent thereof), or replaced with stock units relating to the common
  stock of the successor corporation (or parent thereof) in connection with
  such Corporate Transaction. In the event
  that the obligation to issue
  shares in connection with the Stock Unit grant is assumed or substituted for
  by the successor corporation (or parent thereof) in connection with such
  Corporate Transaction, the Stock Unit
  grant shall continue to vest in accordance with the schedule set forth
  in this Stock Unit Agreement.

  
	
   

  	
   

  	
   

  
	
  Applicable Law

  	
   

  	
  This Agreement will be interpreted and enforced under the laws of the
  State of California, other than any conflicts or choice of law rule or
  principle that might otherwise refer construction or interpretation of this
  Agreement to the substantive law of another jurisdiction.

  
	
   

  	
   

  	
   

  
	
  Data Privacy

  	
   

  	
  In order to administer the
  Plan, the Company may process personal data about you. Such data includes but
  is not limited to the information provided in this Agreement and any changes
  thereto, other appropriate personal and financial data about you such as home
  address and business addresses and other contact information, payroll
  information and any other information that might be deemed appropriate by the
  Company to facilitate the administration of the Plan. 

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By accepting this Stock
  Unit grant, you give explicit consent to the Company to process any such
  personal data. You also give explicit consent to the Company to transfer any
  such personal data outside the country in which you work or are employed,
  including, with respect to non-U.S. resident Grantees, to the United States,
  to transferees who shall include the Company and other persons who are
  designated by the Company to administer the Plan.

  
	
   

  	
   

  	
   

  
	
  Consent to Electronic
  Delivery

  	
   

  	
  The Company may choose to
  deliver certain statutory materials relating to the Plan in electronic form.
  By accepting this Stock Unit grant you agree that the Company may deliver the
  Plan prospectus and the Company’s annual report to you in an electronic
  format. If at any time you would prefer to receive paper copies of these
  documents, as you are entitled to, the Company 

  



 


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  would be pleased to
  provide copies. Please contact Julie Hernandez at (818) 878-3136 to request
  paper copies of these documents.

  
	
   

  	
   

  	
   

  
	
  The Plan

  	
   

  	
  The text of the Plan is incorporated in this Agreement by reference.
  This Agreement, the Plan, and an applicable employment agreement with the
  Company, if any, constitute the entire understanding between you and the
  Company regarding this grant of Stock Units. Any prior agreements,
  commitments or negotiations concerning this grant are superseded. The Plan will
  control in the event any provision of this Agreement should appear to be
  inconsistent with the terms of the Plan.

  



 


By signing the cover sheet of
this Agreement, you agree to all of the terms and

conditions described above and in the Plan.


 


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