Exhibit 10.2


 


	
  Date:

  	
   

  	
  August 3, 2005

  
	
   

  	
   

  	
   

  
	
  To:

  	
   

  	
  Peter T. Dameris

  
	
   

  	
   

  	
   

  
	
  From:

  	
   

  	
  Michael J. Holtzman, Senior Vice President,
  Finance and Chief Financial Officer

  
	
   

  	
   

  	
   

  
	
  RE:

  	
   

  	
  Notice of Contingent Restricted Stock Unit
  Award

  



 


You were granted a Contingent Restricted
Stock Unit Award (an “Award”) from On Assignment, Inc. (the “Company”) on August 3,
2005. Your Award is subject to certain terms and conditions in this letter.


 


1.                                       Amount
of your Award: The amount of your Award is $1,200,000, payable in stock
units or cash as specified in paragraph 2 below.


 


2.                                       Payment
of Your Award:  Subject to approval
of the Plan Amendment (as described in paragraph 3 below), if you remain
employed by the Company until the date of the Company’s 2006 Annual
Shareholders Meeting, you will be granted stock units representing shares of
the Company’s common stock with a value equal to the amount of your Award.  The value will be determined based on the
closing price of the Company’s common stock on the date immediately prior to
the Company’s 2006 Annual Shareholders Meeting.


 


Notwithstanding the preceding paragraph, if
the Company under goes a Change of Control (as defined in your Executive Change
of Control Agreement with the Company) prior to the Company’s 2006 Annual
Shareholders Meeting and you remain employed by the Company until the Change of
Control, the amount of your Award as set forth in paragraph 1 will be paid to
you in cash (less applicable withholding taxes) upon the consummation of the
Change of Control, and you shall not receive a grant of stock units.  If your employment is terminated by the
Company without Cause (as defined in your Executive Change of Control
Agreement) during the period commencing with the Company entering into a
definitive agreement that would result in a Change of Control and ending with
the consummation of the Change of Control, you shall be considered to have been
employed until the Change of Control for the purpose of this paragraph 2.


 


3.                                       Other
Important Terms and Conditions:  Your Award is contingent upon the approval by
the Company’s Board of Directors (the “Board”) and the shareholders of the
Company of an amendment to the Restated 1987 Stock Option Plan (the “Plan”)
increasing the number of shares available for grant as awards other than stock
options (the “Plan Amendment”), except to the extent a


 





















 


Change of
Control occurs prior to the date of the Company’s 2006 Annual Shareholders
Meeting.  If the Board and the
shareholders of the Company do not approve the Plan Amendment at or prior to
the Company’s 2006 Annual Shareholders Meeting, and a Change of Control has not
occurred prior to the date of the Company’s 2006 Annual Shareholders Meeting,
you will not be granted stock units or receive a cash payment in respect
of your Award and your Award will immediately lapse.


 


If the Board and the Company’s shareholders
approve the Plan Amendment and you are granted stock units in satisfaction of
your Award, the stock units will be subject to the terms and conditions
determined by the Compensation Committee, including a required vesting schedule of
thirteen equal quarterly installments, except as otherwise provided in your
Executive Change of Control Agreement with the Company.  Any payment of your Award shall be reduced
for applicable withholding taxes.