Exhibit 10.1


 


OPTION NO.: 003391


 


ON
ASSIGNMENT, INC.


 


NONQUALIFIED INDUCEMENT STOCK OPTION GRANT AGREEMENT


NOTICE OF GRANT


As an inducement material to
Optionee’s decision to accept employment with On Assignment, Inc., a Delaware
corporation, the Company hereby grants to Optionee a nonqualified option to
purchase 100,024 Shares with an exercise price no less than 100% of the Fair
Market Value of such Shares, subject to the terms and conditions set forth in
this Agreement.


Grant Date:  January 1,
2007


Name of Optionee:  James Brill


Optionee’s Employee I.D. Number:  


Number of Shares Covered by
Option: 100,024 Shares


Per Share Option Exercise Price: $11.75


Aggregate
Exercise Price: $1,175,282


Vesting Commencement Date:  January 1, 2007


Option Expiration Date:  January 1, 2017


TERMS OF GRANT


1.                                       Definitions.  As used herein, the following definitions
shall apply:


(a)                                  “Agreement”
means this stock option agreement, including the Notice of Grant and the Terms
of Grant, between the Company and Optionee evidencing the terms and conditions
of this Option.


(b)                                 “Applicable Laws”
means the laws, rules ad regulations governing the administration of stock
options, including without limitation, U.S. state corporate laws, U.S. federal
and state securities and tax laws, the rules of any stock exchange or quotation
system on which the Common Stock is listed or quoted and the applicable laws of
any foreign country or jurisdiction that may apply to this Option.


(c)                                  “Board” means
the Board of Directors of the Company or any committee of the Board that has
been designated by the Board to administer this Agreement.

















(d)                                 “Cause” shall
have the meaning provided in that certain Employment Agreement between Optionee
and the Company, dated January 1, 2007.


(e)                                  “COC Agreement”
means that certain Executive Change of Control Agreement entered into by and
between Optionee and the Company, dated January 1, 2007.


(f)                                    “Code” means the
Internal Revenue Code of 1986, as amended.


(g)                                 “Common Stock”
means the common stock of the Company.


(h)                                 “Company” means
On Assignment, Inc., a Delaware Corporation.


(i)                                     “Consultant”
means any person, including an advisor, engaged by the Company or a Parent or
Subsidiary to render services to such entity.


(j)                                     “Director” means
a member of the Board.


(k)                                  “Employee” means
any person, including Officers and Directors, employed by the Company or any
Parent or Subsidiary of the Company. 
Neither service as a Director nor payment of a director’s fee by the
Company shall be sufficient to constitute “employment” by the Company.


(l)                                     “Exercise Notice”
shall mean a written election substantially in the form attached hereto as
Exhibit A indicating Optionee’s election to exercise all or a portion of the
Option and stating the number of Shares in respect of which the Option is being
exercised.  The Exercise Notice shall
additionally contain such other representations and agreements as may be
required by the Company.


(m)                               “Exercise Price”
shall mean the Per Share Option Exercise Price (as stated in the Notice of
Grant) times the number of Shares with respect to which the Option is exercised.


(n)                                 “Exchange Act”
means the Securities Exchange Act of 1934, as amended.


(o)                                 “Fair Market Value”
means the closing price of a share of Common Stock on the Nasdaq Global Market on
the date preceding the Grant Date, as reported in the Wall Street Journal or
such other source as the Board reasonably deems reliable.


(p)                                 “Nonstatutory Stock Option”
means an Option not intended to qualify as an incentive stock option within the
meaning of Section 422 of the Code and the regulations promulgated thereunder.


(q)                                  “Officer” means
a person who is an officer of the Company within the meaning of Section 16 of
the Exchange Act and the rules and regulations promulgated thereunder.


(r)                                    “Option” means
this option to purchase shares of Common Stock granted pursuant to this
Agreement.

















(s)                                  “Optionee” means
the person named in the Notice of Grant or such person’s successor.


(t)                                    “Parent” means a
“parent corporation,” whether now or hereafter existing, as defined in Section
424(e) of the Code.


(u)                                 “Service Provider”
means an Employee, Director or Consultant.


(v)                                 “Share” means a
share of the Common Stock, as the same may be adjusted in accordance with
Section 9 of this Agreement.


(w)                               “Subsidiary” means
a “subsidiary corporation,” whether now or hereafter existing, as defined in
Section 424(f) of the Code.


(x)                                   “Total Disability”
means Optionee is unable to perform each of the essential duties of Optionee’s
position by reason of a medically determinable physical or mental impairment
which is potentially permanent in character or which can be expected to last
for a continuous period of not less than 12 months.


2.                                       Grant of Option.  The Company hereby grants to Optionee this
Option to purchase the number of Shares set forth in the Notice of Grant at the
Per Share Option Exercise Price, subject to the terms and conditions of this
Agreement.


3.                                       Vesting Schedule.  Subject to (i) the accelerated vesting
provisions set forth in the COC Agreement, which provisions are hereby
incorporated by reference into this Agreement, (ii) adjustment pursuant to Section
9 of this Agreement, and (iii) Optionee’s continued status as a Service
Provider through each such date, this Option shall vest and become exercisable (A)
as to 25,000 of the shares subject thereto on the first anniversary of the
Vesting Commencement Date (as stated in the Notice of Grant), and (B) as to
2,084 of the shares subject thereto on each monthly anniversary of the Vesting
Commencement Date thereafter, so that the Option shall be fully vested and
exercisable on the fourth anniversary of the Vesting Commencement Date.


4.                                       Exercise of Option.


(a)                                  Right to Exercise.  The Option shall be
exercisable, on a cumulative basis, only (i) to the extent vested in accordance
with Section 3 above, (ii) in increments of at least 100 Shares (or such lesser
number of Shares as remain subject to the Option), and (iii) otherwise in
accordance with the terms of this Agreement. 
The Option may not be exercised with respect to unvested Shares or after
the Option Expiration Date (or earlier termination of the Option as provided
herein).


(b)                                 Method of Exercise.  This Option shall be
exercisable only by Optionee’s delivery of an Exercise Notice to an authorized
representative of the Company.  The
Exercise Notice shall be accompanied by payment of the applicable Exercise
Price, together with any applicable withholding taxes.  This Option shall be deemed to be exercised
upon receipt by the Company of such fully executed Exercise Notice accompanied
by such applicable Exercise Price and applicable withholding taxes.

















(c)                                  Legal Compliance.  No Shares shall be
issued pursuant to the exercise of this Option, unless such issuance and
exercise complies with all Applicable Laws. 
Assuming such compliance, for income tax purposes the Shares with
respect to which the Option is exercised shall be considered transferred to Optionee
on the date the Option is exercised with respect to such Shares.


5.                                       Method of Payment.  Payment of the applicable Exercise Price
shall be by any of the following, or a combination thereof:


(a)                                  Cash, personal check, cashier’s check, money order or another
cash equivalent acceptable to the Company;


(b)                                 Shares which have already been owned by Optionee for more
than six months and which are surrendered to the Company.  The value of the Shares, determined as of the
effective date of the Option exercise, will be applied to the Exercise Price;
and/or


(c)                                  Subject to advance written approval by the Compensation
Committee of the Board, by delivery (on a form prescribed by the Company) of an
irrevocable direction to a licensed securities broker acceptable to the Company
to sell Shares and to deliver all or part of the sale proceeds to the Company
in payment of the aggregate option price and any withholding taxes.


6.                                       Termination of Relationship as a Service Provider.  In connection with
any absence, change in employing entity or change in Optionee’s service
relationship, determinations as to whether Optionee’s status as a Service
Provider has terminated shall be made in the sole discretion of the Board.


(a)                                  Termination Generally. Except as may otherwise provided in the COC Agreement, if
Optionee’s status as a Service Provider is terminated for any reason other than
by the Company for Cause or due to Optionee’s death or Total Disability, this
Option shall remain exercisable, to the extent vested as of such termination
(taking into account any vesting that may occur in connection with such
termination), for three months after Optionee so ceases to be a Service Provider,
but in no event later than the Option Expiration Date (as stated in the Notice
of Grant).  To the extent that Optionee
does not exercise this Option within the time specified herein, the Option
shall terminate.


(b)                                 Total Disability of Optionee.  Except as may otherwise
provided in the COC Agreement, if Optionee ceases to be a Service Provider as a
result of Optionee’s Total Disability, this Option may be exercised, to the
extent that the Option is vested on the date of such termination (taking into
account any vesting that may occur in connection with such termination), for a
period of twelve months after the date of such termination, but in no event
later than the Option Expiration Date. 
To the extent that Optionee does not exercise this Option within the
time specified herein, the Option shall terminate.


(c)                                  Death of Optionee.  Except as may otherwise
provided in the COC Agreement, if Optionee dies while a Service Provider, this
Option may be exercised by Optionee’s estate or by a person who acquired the
right to exercise the Option by bequest or inheritance, to the extent that the
Option is vested on the date of such termination (taking into 





















account any
vesting that may occur in connection with such termination), for a period of
thirty-six months after the date of such termination, but in no event later
than the Option Expiration Date.  If,
after death, Optionee’s estate or a person who acquired the right to exercise
the Option by bequest or inheritance does not exercise the Option within the
time specified herein, the Option shall terminate.


(d)                                 Termination for Cause.  If Optionee’s status
as a Service Provider is terminated for Cause, the Option shall terminate with
respect to all Shares subject thereto (whether or not vested) as of the start
of business on the date of such termination.


7.                                       Non-Transferability of Option.  This Option may not be transferred in any
manner otherwise than by will or by the laws of descent or distribution and may
be exercised during the lifetime of Optionee only by Optionee.  The terms of this Agreement shall be binding
upon the executors, administrators, heirs, successors and assigns of Optionee.


8.                                       Rights as a Stockholder.  Until Shares are issued in connection with an
exercise of this Option, no right to vote or receive dividends or any other
rights as a stockholder will exist with respect to Shares subject to this
Option.  No adjustment will be made for a
dividend or other right for which the record date is prior to the date that any
such Shares are issued, except as provided in Section 9 below.


9.                                       Adjustments Upon Changes in Capital Structure.


(a)           Changes in Stock.  If
the number of outstanding Shares is increased or decreased or the Shares are
changed into or exchanged for a different number or kind of shares or other securities
of the Company on account of any recapitalization, reclassification, stock
split, reverse split, combination of shares, exchange of shares, stock dividend
or other distribution payable in capital stock, or other increase or decrease
in such shares, effected in all such cases, without receipt of consideration by
the Company, the number and kinds of shares subject to this Option shall be
adjusted proportionately and accordingly by the Company.  Any such adjustment shall not change the
aggregate Exercise Price payable with respect to shares that are subject to the
unexercised portion of the Option, but shall include a corresponding
proportionate adjustment in the Per Share Option Exercise Price.  The conversion of any convertible securities
of the Company shall not be treated as an increase in Shares effected without
receipt of consideration.  
Notwithstanding the foregoing, in the event of any distribution to the
Company’s stockholders of securities of any other entity or other assets (other
than dividends payable in cash or stock of the Company) without receipt of
consideration by the Company, the Company shall, in an equitable manner, adjust
(i) the number and kind of shares subject to the Option and/or (ii) the Per
Share Option Exercise Price to reflect such distribution.


(b)           Adjustments.  Adjustments
pursuant to Section 9(a) related to Shares or other securities of the
Company shall be made by the Board, whose determination in that respect shall
be final, binding and conclusive.  No fractional
Shares or other securities shall be issued pursuant to any such adjustment, and
any fractions resulting from any such adjustment shall be eliminated in each
case by rounding downward to the nearest whole Share.

















(c)           No Limitations on Company. 
The existence of this Option shall not in any way affect or limit the
right or power of the Company to make adjustments, reclassifications,
reorganizations, or changes of its capital or business structure or to merge,
consolidate, dissolve, or liquidate, or to sell or transfer all or any part of
its business or assets.


10.                                 Notices.  Any notice to be given to the Company
hereunder shall be in writing and shall be addressed to the Company at its then
current principal executive office or to such other address as the Company may
hereafter designate to Optionee by notice as provided in this Section 10.  Any notice to be given to Optionee hereunder
shall be addressed to Optionee at the most current address on file with the
Company’s Human Resources Department, or at such other address as Optionee may
hereafter designate to the Company by notice as provided herein.  A notice shall be deemed to have been duly
given when personally delivered or mailed by registered or certified mail to
the party entitled to receive it.


11.                                 Administration.  The Board (or, if required by Applicable Law,
the Compensation Committee) shall have full power and authority to take all
actions and to make all determinations required or provided for under this
Agreement, and shall have full power and authority to take all such other
actions and make all such other determinations not inconsistent with the
specific terms and provisions of this Agreement that the Board (or its
Compensation Committee) deems to be necessary or appropriate to the
administration of this Agreement.  The
interpretation and construction by the Board (or its Compensation Committee) of
any provision of this Agreement shall be final, binding and conclusive.


12.                                 Withholding Taxes.  At the time the Option is exercised, Optionee
hereby authorizes withholding from payroll and other amounts payable to
Optionee by the Company, or will remit to the Company, an amount sufficient to
satisfy federal, state, and local withholding tax requirements prior to the
delivery of any Shares.


13.                                 Entire Agreement; Governing Law.  This Agreement,
together with the agreements expressly referenced herein, constitute the entire
agreement of the parties with respect to the subject matter hereof and
supersede in their entirety all prior undertakings and agreements of the
Company and Optionee with respect to the subject matter hereof, and may not be
modified adversely to Optionee’s interest except by means of a writing signed
by the Company and Optionee.  The
validity and construction of the Option and this Agreement shall be governed by
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
the Option or this Agreement to the laws of any other jurisdiction.


14.           Compliance with Securities Law.  This Option will be subject to the
requirement that if, at any time, counsel to the Company will determine that
the listing, registration or qualification of the Shares subject hereto upon
any securities exchange or under any state or federal law, or the consent or
approval of any governmental or regulatory body, or that the disclosure of
non-public information or the satisfaction of any other condition is necessary
as a condition of, or in connection with, the issuance or purchase of Shares
hereunder, this Option may not be exercised, in whole or in part, unless such
listing, registration, qualification, consent or approval, disclosure or
satisfaction of such other condition will have been effected or obtained on
terms acceptable to the Board.  Nothing
herein will be deemed to require the Company to 

















apply for,
effect or obtain such listing, registration, qualification, or disclosure, or
to satisfy such other condition.


15.                                 Rule 16b-3.  This Option has been granted in compliance
with Rule 16b-3 and will be deemed to contain such additional conditions or
restrictions as may be required thereunder to qualify for the maximum exemption
from Section 16 of the Exchange Act.


16.                                 NO GUARANTEE OF CONTINUED SERVICE.  OPTIONEE
ACKNOWLEDGES AND AGREES THAT THE VESTING OF SHARES PURSUANT TO THE VESTING
SCHEDULE HEREOF IS EARNED ONLY BY CONTINUING AS A SERVICE PROVIDER AT THE WILL
OF THE COMPANY (AND NOT THROUGH THE ACT OF BEING HIRED, BEING GRANTED AN OPTION
OR PURCHASING SHARES HEREUNDER).  OPTIONEE
FURTHER ACKNOWLEDGES AND AGREES THAT THIS AGREEMENT, THE TRANSACTIONS
CONTEMPLATED HEREUNDER AND THE VESTING SCHEDULE SET FORTH HEREIN DO NOT
CONSTITUTE AN EXPRESS OR IMPLIED PROMISE OF CONTINUED ENGAGEMENT AS A SERVICE
PROVIDER FOR THE VESTING PERIOD, FOR ANY PERIOD, OR AT ALL, AND SHALL NOT
INTERFERE WITH OPTIONEE’S RIGHT OR THE COMPANY’S RIGHT TO TERMINATE OPTIONEE’S
RELATIONSHIP AS A SERVICE PROVIDER AT ANY TIME, WITH OR WITHOUT CAUSE.


17.                                 Captions.  The use of captions in this Agreement is for
the convenience of reference only and shall not affect the meaning of any
provision of this Agreement.


By Optionee’s signature and
the signature of the Company’s representative below, Optionee and the Company
agree that this Option is granted under and governed by the terms and
conditions of this Agreement.  Optionee
has reviewed this Agreement in its entirety, has had an opportunity to obtain
the advice of counsel prior to executing this Agreement and fully understands all
provisions of this Agreement.  Optionee
hereby agrees to accept as binding, conclusive and final all decisions or
interpretations of the Board regarding this Agreement.


 


	
  Optionee:

  	
     /s/
  James Brill

  	
   

  	
   

  
	
   

  	
  (Signature)

  	
   

  	
  Date

  
	
   

  	
   

  	
   

  	
   

  
	
  Company:

  	
     /s/ Peter Dameris

  	
   

  	
   

  
	
   

  	
  Peter Dameris

  	
   

  	
   

  
	
   

  	
  President and Chief Executive Officer

  	
   

  	
   

  



 

















 


EXHIBIT
A


ON ASSIGNMENT, INC.


EXERCISE NOTICE


On Assignment, Inc.


26651 W. Agoura Road

Calabasas, CA 91302


 


Attention:                                


1.                                       Exercise of
Option.  Effective as of today,                                ,
20    , the undersigned (“Optionee”) hereby elects pursuant
to this Agreement (the “Agreement”) to purchase                           
shares (the “Shares”) of the Common Stock of On Assignment, Inc. (the “Company”)
under and pursuant to Non-Statutory Stock Option Agreement #        ,
dated January 1, 2007, (the “Option Agreement”).  Terms used in this Agreement, but not defined
shall have the meanings provided in the Option Agreement.


2.                                       Delivery of
Payment.  Optionee herewith delivers to
the Company the full purchase price for the Shares together with any required
withholding taxes to be paid in connection with the exercise of the Option.


3.                                       Representations
of Optionee.  Optionee
aknowledges that Optionee has received, read and understood the Option Agreement
and agrees to abide by and be bound by its terms and conditions.


4.                                       Rights as
Shareholder.  Until the
issuance (as evidenced by the appropriate entry on the books of the Company or
of a duly authorized transfer agent of the Company) of the Shares, no right to
vote or receive dividends or any other rights as a stockholder shall exist with
respect to the Shares subject to the Option. 
The Shares so acquired shall be issued to Optionee as soon as
practicable after exercise of the Option. 
No adjustment will be made for a dividend or other right for which the
record date is prior to the date of issuance, except as provided in Section 9
of the Option Agreement.


5.                                       Tax
Consultation.  Optionee
understands that Optionee may suffer adverse tax consequences as a result of
Optionee’s purchase or disposition of the Shares.  Optionee represents that Optionee has
consulted with any tax consultants Optionee deems advisable in connection with
the purchase or disposition of the Shares and that Optionee is not relying on
the Company for any tax advice.


6.                                       Successors and
Assigns.  The Company may assign any of
its rights under this Exercise Notice to single or multiple assignees, and this
Exercise Notice shall inure to the benefit of the successors and assigns of the
Company.  Subject to the restrictions on
transfer herein set forth, this Exercise Notice shall be binding upon Optionee
and his or her heirs, executors, administrators, successors and assigns.

















7.                                       Interpretation.  Any dispute regarding the interpretation of
this Exercise Notice shall be submitted by Optionee or by the Company forthwith
to the Board, which shall review such dispute at its next regular meeting.  The resolution of such a dispute by the Board
made in good faith shall be final and binding on all parties.


8.                                       Entire
Agreement; Governing Law.  The
Option Agreement is incorporated herein by reference together with any
documents incorporated by reference therein, together with this Agreement,
constitute the entire agreement of the parties with respect to the subject
matter hereof and supersede in their entirety all prior undertakings and
agreements of the Company and Optionee with respect to the subject matter
hereof, and may not be modified adversely to Optionee’s interest except by
means of a writing signed by the Company and Optionee.  The validity and construction of the Option
and this Agreement shall be governed by 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 the Option or this Agreement
to the laws of any other jurisdiction.


 


 


	
   

  	
  Accepted by:

  	
   

  	
  Submitted by:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  ON
  ASSIGNMENT, INC.

  	
   

  	
  OPTIONEE

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  By:

  
	
   

  	
  Name:

  	
   

  	
  Name:

  
	
   

  	
  Title: