ex10_19.htm


    

      AMENDED
AND RESTATED EMPLOYMENT AGREEMENT

      


      THIS AMENDED AND RESTATED EMPLOYMENT
AGREEMENT (this “Agreement”) is
entered into as of December 11, 2008, (the “Effective Date”) by and between
Vista Staffing Solutions, Inc. (together with its affiliates, the “Company”), On
Assignment, Inc. (“OA”) and Mark S.
Brouse (“Executive”).  The
Company, OA and Executive are later in this Agreement sometimes referred to
individually as a “Party” or
collectively as the “Parties.”

      


      RECITALS

      


      A.           The
Company, OA and Executive previously
entered into an agreement, dated December
20, 2006, pursuant to which Executive is employed as the President of the Company, and
an Amendment 1 to Employment Agreement dated July 2, 2008 (the “Prior Agreement”).

      
 

      B.      The Company, OA and Executive wish to amend and restate
the Prior Agreement to implement changes required under Internal Revenue Code
Section 409A (together with the regulations and official interpretations
thereof, “Section 409A”).

      


      


      AGREEMENT

      


      1.           Employment
Term.  Subject to the provisions for earlier termination
hereinafter provided, Executive’s employment shall continue for a term
commencing on the Effective Date and ending on December 31, 2010 (the “Initial Termination
Date”); provided, that this Agreement
shall be automatically extended for one additional year on the Initial
Termination Date and on each subsequent anniversary of the Initial Termination
Date unless either Executive or the Company elects not to so extend such term by
notifying the other Party, in accordance with Section 7 below, of such election
not less than sixty days prior to the Initial Termination Date, or any
anniversary thereof, as applicable (in any case, the “Employment
Period”).

      


      2.           Position and
Duties.

       

      (a)           Position.  During
the Employment Period, Executive shall serve as the President of the Company and
shall perform such employment duties and shall have such rights, privileges and
authority as are usual and customary for such position.  Executive
shall report to Chief Executive Officer of OA (currently Peter
Dameris).  OA shall retain full direction and control of the means and
methods by which Executive performs the above services.  At OA’s
reasonable request, Executive shall serve OA, the Company and/or their
subsidiaries and affiliates in such other offices and capacities in addition to
serving as the President of the Company as the Company shall designate,
consistent with Executive’s position as President of the Company, without
additional compensation beyond that specified in this Agreement.

       


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      


       

      (b)           Place of
Employment.  During the Employment Period, Executive shall
perform the services required by this Agreement at the Company’s principal
offices in Salt Lake City, Utah, unless otherwise mutually agreed upon by the
Parties.  Notwithstanding the foregoing, Executive may from time to
time be required to travel temporarily to other locations on the Company’s
business.

      


      (c)           Exclusivity.  During
the Employment Period, except for such other activities as the Compensation
Committee of OA (the “Committee”) shall
approve in writing in its sole discretion and as provided below in this Section
2(c), Executive shall devote Executive’s entire business time, business
attention and business energies to the business and affairs of the Company, to
the performance of Executive’s duties under this Agreement and to the promotion
of the Company’s interests, and shall not (i) accept any other employment,
directorship or consultancy, or (ii) engage, directly or indirectly, in any
other business activity (whether or not pursued for pecuniary advantage) that is
or may be competitive with, or that might place Executive in a competing
position to, that of the Company or OA.  Notwithstanding the
foregoing, nothing herein shall prohibit Executive from (x) serving on up to two
boards (or similar bodies) of charitable organizations, or (y) continuing to own
his current ownership interest and to serve as a member of the Board of
Directors (or comparable body) of Phar Technology, LLC, to the extent, in all
cases, that such activities do not materially interfere with Executive’s duties
and responsibilities to the Company, as determined in the reasonable discretion
of the Committee.

      


      3.           Compensation.

      


      (a)           Base
Salary.  During the Employment Period, the Company shall pay
Executive a base salary (the “Base Salary”)
initially set at $261,000 per year, payable in accordance with the Company’s
normal payroll procedures applicable to similarly situated senior executives of
OA, as in effect from time to time.  Beginning in calendar year 2008
and thereafter during the Employment Period, the Base Salary shall be subject to
annual review and increase (but not decrease) in the sole discretion of the
Committee.


      
        
          
             

          

           


        

        
           


          
            

          

        

        
           


        

      


      


                            (b)           Annual
Bonus.  In addition to the Base Salary, Executive shall be
eligible to earn an annual cash bonus in respect of each calendar year during
the Employment Period beginning in calendar year 2007, as described below (each,
an “Annual
Bonus”), subject in each case to Executive’s continued employment through
the 31st day of
December in the year in respect of which any Annual Bonus becomes
payable.  In respect of calendar year 2007, Executive shall be
eligible to earn, and if and to the extent earned, shall be paid, an Annual
Bonus of up to $195,750, determined as follows: (i) if, during 2007, the Company
attains earnings before income, tax, depreciation and amortization, each
determined in accordance with United States GAAP, consistently applied, as
reported on its consolidated financial statements for such period (“EBITDA”) of no less
than 110% of budgeted EBITDA (“2007 Target EBITDA”),
the 2007 Annual Bonus shall equal no less than $97,875, and (ii) for each
percentage point by which the Company’s 2007 EBITDA exceeds 2007 Target EBITDA
up to 130% of 2007 Target EBITDA, the 2007 Annual Bonus shall be increased by no
less than $4,893.75, up to an additional 2007 Annual Bonus amount of $97,875
(and  up to a total 2007 Annual Bonus of $195,750), provided, that if the Company
does not attain 2007 Target EBITDA, an Annual Bonus shall only become payable to
Executive in respect of calendar year 2007 if the Committee, in its sole
discretion, so determines.  In respect of calendar years during the
Employment Period beginning after 2007, any Annual Bonus shall be determined by
reference to the attainment of objective performance criteria, which criteria
shall be determined by the Committee within sixty days after the start of the
applicable calendar year.

       

      Each
Annual Bonus shall be paid to Executive, to the extent that any such Annual
Bonus becomes payable, within thirty days after the date on which the Committee
conclusively determines the extent to which the applicable performance criteria
have (or have not) been met.

       

      (c)           Credit Card Reward
Miles.  During the Employment Period, the Company shall provide
Executive with a corporate American Express card (or similar major credit card)
to be used solely for the purpose of paying expenses that would otherwise be
reimbursable pursuant to Section 3(f) below.  To the extent that
Executive accrues miles (or comparable reward credit, “Miles”) based on
Executive’s use of such corporate credit card (i) for expenses incurred directly
by Executive for Executive’s travel, lodging and/or other individual business
expenses, Executive shall be permitted to apply any Miles so accrued to personal
and/or business use in Executive’s sole discretion, and (ii) for expenses
incurred on behalf of other employees or consultants of the Company (including
without limitation, other employees’ or consultants’ travel and lodging) or
items or services purchased on behalf of the Company, Executive shall apply such
Miles to the purchase of travel, lodging and/or  related upgrades
associated with business-related travel only.  To the extent that any
Miles accrued for expenses described in clause (ii) of this section 3(c) are not
applied by Executive as described in such clause (ii), such Miles shall be and
remain the sole property of the Company.

       


      
        
          
             

          

           


        

        
           


          
            

          

        

        
           


        

      


      


       

      (d)           Benefit Plans;
Technology.  During the Employment Period, Executive and
Executive’s legal dependants shall be eligible to participate in the welfare
benefit plans, policies and programs (including, if applicable, medical, dental,
disability, life and accidental death insurance plans and programs) maintained
by OA generally for its senior executives.  In addition, during the
Employment Period, Executive shall be eligible to participate in such incentive,
savings and retirement plans, policies and programs as are made available to
similarly situated senior executives of OA, provided, that the OA shall
have no obligation, in any case, to adopt, maintain or continue any such plans,
policies or programs.  During the Employment Period, Executive shall
be eligible to receive technology equipment and support commensurate with
Executive’s position and comparable to that provided to similarly situated
senior executives of OA.

      


      (e)           Vacation.  During
the Employment Period, Executive shall be entitled to four weeks of paid
vacation per calendar year, pro rated for any service by Executive during any
partial calendar year, provided, that Executive
shall not accrue any vacation time in excess of four weeks.

      


      (f)           Expenses.  During
the Employment Period, Executive shall be entitled to receive prompt
reimbursement of all reasonable business expenses incurred by Executive in
accordance with the expense reimbursement policy of OA applicable to senior
executives of OA, as in effect from time to time, provided that Executive
properly substantiates such expenses in accordance with such
policy.

      


      (g)           Charitable
Contributions.  Beginning in calendar year 2007, each year
during the Employment Period, Executive may designate a charitable organization
that is exempt from taxation under Section 501(c)(3) of the Internal Revenue
Code to which the Company shallcontribute up to $5,000 prior to the end of such
year, as directed by Executive, provided that Executive remains employed by the
Company through the end of such year.


      
        
          
             

          

           


        

        
           


          
            

          

        

        
           


        

      


      


      4.           Termination
of Employment.

       

      Either
the Company or Executive may terminate Executive’s employment at any time for
any reason or no reason, subject to the terms and conditions of this Section
4.  The following provisions shall control any such termination of
Executive’s employment:

       

      (a)           Termination Without
Cause.  The Company may terminate Executive’s employment
without Cause (as defined below) at any time during the Employment Period upon
written notice to Executive provided in accordance with Section 7
below.  If Executive’s employment is terminated as provided in this
Section 4(a), the Company shall promptly, or in the case of obligations
described in clause (v) below, as such obligations become due to Executive, pay
or provide to Executive, (i) Executive’s earned but unpaid Base Salary accrued
through the Date of Termination, (ii) accrued but unpaid vacation time through
the Date of Termination, (iii) any Annual Bonus required to be paid to Executive
pursuant to this Agreement for any calendar year of the Company ending prior to
the Date of Termination, to the extent payable, but not previously paid, (iv)
reimbursement of any business expenses incurred by Executive prior to the Date
of Termination that are reimbursable under Section 3(f) above, and (v) any
vested benefits and other amounts due to Executive under any plan, program or
policy of the Company or OA (together, the “Accrued
Obligations”).  In addition, subject to Section 4(i) below,
Executive’s execution and non-revocation of a binding Release (as defined below)
in accordance with Section 4(g) below and Executive’s continued compliance with
the Confidentiality Agreement (as defined below), Executive shall be entitled to
the following payments and benefits from the Company (the “Severance”):

      


      
        	
                 
      

              	
                (1)

              	
                continued
      payment of 100% of Executive’s Base Salary at the rate in effect as of the
      Date of Termination, in substantially equal installments, for a period of
      twelve months following the Date of Termination, in accordance with the
      Company’s normal payroll procedures applicable to senior executives of OA,
      as in effect from time to time (but no less
      often than monthly), provided, that payment of the amounts described in this
      Section 4(a)(1) shall not commence until the Company’s first payroll date
      occurring on or after the 30th day following the Date of Termination (the
      “First Payroll Date”) and any amounts that would otherwise have been
      paid prior to the First Payroll Date shall instead be paid on the First
      Payroll Date;

              


      

      


      
        	
                 
      

              	
                (2)

              	
                subject
      to Executive’s proper election to continue healthcare coverage under the Consolidated Omnibus Budget Reconciliation Act
      of 1985, as amended (“COBRA”),
      for a period of twelve
months

              


      


      
        
          
             

          

           


        

        
           


          
            

          

        

        
           


        

      


      


      
        	
                 
      

              	
                from
      the Date of Termination, the Company will
      pay Executivethe difference between Executive’s COBRA premiums (in respect
      of COBRA benefits to be provided through third-party insurance maintained
      by the Company under the Company’s benefit plans for Executive and
      his legal dependents, to the extent each such individual received
      healthcare coverage provided by the Company immediately prior to such
      termination of employment), and the cost to Executive of such coverage
      immediately prior to such termination (subject to premium increases
      affecting participants in such plan(s) generally). The Company shall
      provide this premium cost offset in a manner
      that causes such COBRA benefits to be exempt from the application of
      Section 409A under Treasury Regulation Section 1.409A-1(a)(5),
      provided, that if during the twelve month period, any plan
      pursuant to which such benefits are to be provided ceases to be exempt
      from the application of Section 409A under Treasury Regulation Section
      1.409A-1(a)(5), then an amount equal to each such remaining premium cost
      offset shall thereafter be paid to Executive as currently taxable
      compensation in substantially equal monthly installments over the
      remainder of the twelve month period.   Following such
      twelve-month continuation period, any further continuation of such
      coverage shall be at Executive’s sole expense, as and to the extent
      provided by law; and

              


      

      


      
        	
                 
      

              	
                (3)

              	
                a
      pro rated portion of the Annual Bonus that would otherwise become payable
      in respect of the year in which the Date of Termination occurs (if any),
      if and to the extent that, as of the Date of Termination, the Company is
      on track to attain the performance objectives applicable to such Annual
      Bonus, as determined in the reasonable discretion of the Committee, provided, that if
      performance objectives have not yet been determined for such Annual Bonus,
      then no amount shall become payable pursuant to this Section
      4(a)(3).

              


      

      


      Each
payment under this Section 4(a)(1)(2) and (3) above shall be treated as a
separate payment for the purposes of Section 409A.

      


      (b)           Constructive
Termination.  Executive may terminate Executive’s employment
upon the occurrence of a Constructive Termination (as defined below) at any time
during the Employment Period upon written notice to OA provided in accordance
with Section 7 below.  If Executive’s employment is terminated as
provided in this Section 4(b), theCompany shall promptly, or in the case of
obligations described in


      
        
          
             

          

           


        

        
           


          
            

          

        

        
           


        

      


      


      clause
4(a)(v) above, as such obligations become due to Executive, pay or provide to
Executive the Accrued Obligations.  In addition, upon a Constructive
Termination, subject to Section 4(i) below, Executive’s execution and
non-revocation of a binding Release in accordance with Section 4(g) below and
Executive’s continued compliance with the Confidentiality Agreement, Executive
shall be entitled to receive the Severance.

      


      (c)           Death;
Disability.  If Executive dies during the Employment Period or
Executive’s employment is terminated due to Executive’s Disability (as defined
below), Executive or Executive’s estate, as applicable, shall be entitled to
receive the Accrued Obligations promptly, or, in the case of benefits described
in Section 4(a)(v) above, as such obligations become due to
Executive.  In addition, subject to Executive’s (or Executive’s
estate’s) execution and non-revocation of a binding Release in accordance with
Section 4(g) below and Executive’s continued compliance with the Confidentiality
Agreement (upon a Disability termination), Executive (or Executive’s estate)
shall be entitled to receive the Severance.

      


      (d)           Cause.  If
Executive’s employment becomes terminable by the Company for Cause, the Company
may terminate Executive’s employment immediately upon notice to Executive
provided in accordance with Section 7 below, and Executive shall be entitled to
receive the Accrued Obligations promptly or, in the case of benefits described
in Section 4(a)(v) above, as such obligations become due to
Executive.

      


      (e)           Resignation.  Executive
may terminate Executive’s employment upon sixty days’ notice to OA provided in
accordance with Section 7 below, subject to OA’s right to waive any or all of
such notice period.  If Executive so terminates Executive’s
employment, Executive shall be entitled to receive the Accrued Obligations
promptly, or, in the case of benefits described in Section 4(a)(v) above, as
such obligations become due to Executive.  If the Company elects to
waive the notice period provided for in this Section 4(e), Executive shall not
be entitled to any compensation in respect of such period.

      


      (f)           Other
Terminations.  If Executive’s employment terminates for any
reason other than those specified in Sections 4(a), (b), (c), (d) or (e) above
(including without limitation, expiration of the Employment Period or election
by the Company or Executive not to extend the Employment Period), the Company
shall promptly, or in the case of items described in Section 4(a)(v) above, as
such obligations become due to Executive, pay or provide to Executive the
Accrued Obligations.

      


      (g)           Release; Exclusivity of
Benefits.  Notwithstanding anything in this Agreement to the
contrary, it shall be a condition to Executive’s right to receive the Severance
that Executive (or Executive’s estate) execute, deliver to the Company and not
revoke a general release of claims in a form reasonably prescribed by the
Company (the “Release”).  Except
as expressly provided in this Section 4, upon the termination of Executive’s
employment, the Company shall have no obligations to Executive in connection
with Executive’s employment with the Company or the termination
thereof.


      
        
          
             

          

           


        

        
           


          
            

          

        

        
           


        

      


      (h)           Definitions.

      


      “Cause” shall mean (i) a
material breach of this Agreement by Executive; (ii) the willful or repeated
failure or refusal by Executive substantially to perform Executive’s material
duties hereunder; (iii) Executive’s commission of any felony or other crime
involving moral turpitude, (iv) fraud, embezzlement or misappropriation by
Executive relating to the Company or its funds, properties, corporate
opportunities or other assets to the extent that the Company reasonably
determines such act to be materially injurious to the Company, or (v) Executive
repeatedly acting in a manner or repeatedly making any statements, in either
case, which the Company reasonably determines to be detrimental or damaging to
the reputation, operations, prospects or business relations of the
Company.

      


      “Disability” shall mean that
Executive has become entitled to receive benefits under the applicable
provisions of a Company long-term disability insurance program or, if no such
program is applicable to Executive, then Disability means Executive’s incapacity
due to physical or mental illness during which Executive is unable to
substantially perform Executive’s duties under this Agreement for a period of 6
consecutive months or for 180 days within any 365-day period or which can
reasonably be expected to continue indefinitely, in any case, as determined by
the Committee.

      


      “Constructive Termination”
shall mean (i) a material reduction in Executive’s duties or responsibilities;
(ii) a material reduction of the Base Salary to which Executive is entitled as
of the Effective Date; (iii) the assignment to Executive of duties or
responsibilities that are materially inconsistent with Executive’s position as
the President of the Company; (iv) any action by the Company or OA that
requires, or would require, Executive to take any action that is illegal or
unethical; or (v) the relocation by the Company of Executive’s principal place
of work to a location outside of Salt Lake County, Utah, such that it
constitutes a material change in the geographic location at which he must
perform services under this Agreement (within the meaning of Section
409A).  Notwithstanding the foregoing, no such act(s) or omission(s)
shall constitute Constructive Termination unless Executive notifies the Company
in accordance with Section 7 below within 60 days after the occurrence of the
act(s) or omission(s) that Executive believes constitute Constructive
Termination,  the Company fails to cure any such act(s) or omission(s)
within 30 days of receipt of such notice, and the date of Executive’s Separation
from Service occurs no later than 45 days after Executive furnishes
notice.

      


      “Date of Termination” shall
mean the date on which Executive experiences a separation from service within
the meaning of Section 409A(a)(2)(A)(i) of the Internal Revenue Code of 1986, as
amended, and Treasury Regulation Section 1.409A-1(h) (a “Separation from
Service”).

      


      (i)           Potential Six-Month
Delay.  Notwithstanding anything to the contrary in this
Agreement, no compensation or benefits, including without limitation any
Severance payments, shall be paid to Executive during the 6-month period
following Executive’s “separation from service” (within the meaning of Section
409A(a)(2)(A)(i) of the Internal Revenue Code of 1986, as amended (the “Code”)) to the extent
the Committee reasonably determines Executive is a “specified employee” at the
time of such Separation from Service (within the meaning of Section 409A) and
that that paying such amounts at the time or timesindicated in this Agreement
would be a prohibited


      
        
          
             

          

           


        

        
           


          
            

          

        

        
           


        

      


      


      distribution
under Section 409A(a)(2)(b)(i) of the Code and/or cause Executive to incur
additional taxes under Section 409A of the Code.  If the payment of
any such amounts is delayed as a result of the previous sentence, then on the
first business day following the end of such 6-month period, (or such earlier
date upon which such amount can be paid under Section 409A without being subject
to such additional taxes, including as a result of Executive’s death), the
Company shall pay Executive a lump-sum amount equal to the cumulative amount
that would have otherwise been payable to Executive during such 6-month period,
without interest thereon.

      


      5.           Confidentiality, Nonsolicitation and
Noncompetition.  Concurrently herewith, Executive agrees to
execute and comply with the terms of the Confidentiality, Nonsolicitation and
Noncompetition Agreement attached hereto as Exhibit A (the “Confidentiality
Agreement”).  The compensation and benefits provided under this
Agreement, together with the compensation and benefits provided under the Stock
Purchase Agreement, any Severance obligations arising hereunder and other good
and valuable consideration are hereby acknowledged by the Parties hereto to
constitute adequate consideration for Executive’s entering into the
Confidentiality Agreement.

       

      6.           Representations.

       

      (a)           No Violation of Other
Agreements.  Executive hereby
represents and warrants to the Company that (i) Executive is entering into this
Agreement voluntarily and that the performance of Executive’s obligations
hereunder will not violate any agreement between Executive and any other person,
firm, organization or other entity, including without limitation, any agreements
with the Company or any of its affiliates, and (ii) Executive is not bound by
the terms of any agreement with any previous employer or other Party to refrain
from competing, directly or indirectly, with the business of such previous
employer or other Party that would be violated by Executive’s entering into this
Agreement and/or providing services to the Company pursuant to the terms of this
Agreement.

       

      (b)           No Disclosure of
Confidential Information.  Executive’s
performance of Executive’s duties under this Agreement will not require
Executive to, and Executive shall not, rely on in the performance of Executive’s
duties or disclose to the Company or any other person or entity or induce the
Company in any way to use or rely on any trade secret or other confidential or
proprietary information or material belonging to any previous employer of
Executive.

       


      
        
          
             

          

           


        

        
           


          
            

          

        

        
           


        

      


      


       

      7.           Notice.  Any notice
or other communication required or permitted under this Agreement shall be
effective only if it is in writing and delivered personally or sent by fax,
email or registered or certified mail, postage prepaid, addressed as follows (or
if it is sent through any other method agreed upon by the Parties):

       

      If to
OA:

       

      On
Assignment, Inc.

      26651 W.
Agoura Road

      Calabasas,
CA 91302

      Tel:
(818) 878-7900

      Attention:
Chief Executive Officer

       

      If to
Executive: to the most current home address on file with the Company’s Human
Resources Department,or to such other address as any Party may designate by
notice to the other in accordance with this Section 7, and shall be deemed to
have been given upon actual receipt.

       

      8.           Effectiveness.  Although
this Agreement will be executed by the Parties prior to the Closing, the
effectiveness of this Agreement is subject to and conditioned upon the
occurrence of the Closing.  Therefore, this Agreement shall become
effective only upon the Closing, it being understood that this Agreement shall
be null and void and of no force or effect if the Closing is not consummated for
any reason.

       

      9.           Section 409A.

       

      (a)           General.  The
payments and benefits provided hereunder are
intended to be exempt from or compliant with the requirements of Section
409A.  Notwithstanding any provision of this Agreement to the
contrary, in the event that following the effective date hereof, the Company
reasonably determines that any payments or benefits hereunder are not either
exempt from or compliant with the requirements of Section 409A, the Company and
Executive shall work together in good faith to adopt such amendments to this
Agreement or adopt such other policies and procedures (including amendments,
policies and procedures with retroactive effect), or take any other actions that
are necessary or appropriate (i) to preserve the intended tax treatment of the
payments and benefits provided hereunder, to preserve the economic benefits with
respect to such payments and benefits, and/or (ii) to exempt such payments and
benefits from Section 409A or to comply with the requirements of Section 409A
and thereby avoid the application of penalty taxes thereunder, provided that the Company shall have no obligation to take any
action described in this Section 9(a), to the extent the Company determines that
taking any such action would be detrimental to Company, or to indemnify
Executive for any failure to take any such action.


      
        
          
             

          

           


        

        
           


          
            

          

        

        
           


        

      


      


      (b)           Certain Reimbursements.  To the extent that
any reimbursements hereunder constitute taxable compensation to Executive, such
reimbursements shall be made to Executive promptly, but in no event after
December 31st of the year following the year in which the expense was
incurred, the amount of any such amounts reimbursed in one year shall not affect
the amount eligible for reimbursement in any subsequent year, and Executive’s
right to reimbursement of any such expenses shall not be subject to liquidation
or exchange for any other benefit.

       

      10.           Miscellaneous.

       

      (a)           Governing
Law.  The rights and duties of the Parties will be governed by
the local law of the State of Utah, excluding any choice-of-law rules that would
require the application of the laws of any other jurisdiction.  The
Parties consent to the jurisdiction of the state and federal courts located in
the state of Utah to adjudicate any disputes between the Parties.

       

      (b)           Captions.  The
captions of this Agreement are not part of the provisions hereof, rather they
are included for convenience only and shall have no force or
effect.

       

      (c)           Amendment.  The
terms of this Agreement may not be amended or modified other than by a written
instrument executed by the Parties or their respective successors.

       

      (d)           Withholding.  The
Company shall withhold from any amounts payable under this Agreement all
federal, state, local and/or foreign taxes, as the Company determines to be
legally required pursuant to any applicable laws or regulations.

       

      (e)           No
Waiver.  Failure by any Party to insist upon strict compliance
with any provision of this Agreement or to assert any right such Party may have
hereunder shall not be deemed to be a waiver of such provision or right or any
other provision or right of this Agreement.

       

      (f)           Severability.  The
invalidity or unenforceability of any provision of this Agreement shall not
affect the validity or enforceability of any other provision of this
Agreement.

       

      (g)           Construction.  The
Parties hereto acknowledge and agree that each Party has reviewed and negotiated
the terms and provisions of this Agreement and has had the opportunity to
contribute to its revision.  Accordingly, the rule of construction to
the effect that ambiguities are resolved against the drafting Party shall not be
employed in the interpretation of this Agreement.  Rather, the terms
of this Agreement shall be construed fairly as to all Parties and not in favor
or against any Party by the rule of construction abovementioned.

       


      
        
          
             

          

           


        

        
           


          
            

          

        

        
           


        

      


      


       

      (h)           Assignment.  This
Agreement is binding on and for the benefit of the Parties and their respective
permitted successors, heirs, executors, administrators and other legal
representatives.  Neither this Agreement nor any right or obligation
hereunder may be assigned by Executive.

       

      (i)           Payment of Fees and
Expenses.  In the event that any Party initiates legal
proceedings seeking legal or equitable relief, including without limitation, any
arbitration proceedings pursuant to Section 9(k) below, relating to one or more
issues of or concerning an alleged breach of any provision of this Agreement or
seeking enforcement of any provision of this Agreement, the Party that prevails
in such legal proceeding with respect to any such issue shall be entitled to
payment from the non-prevailing Party of all reasonable attorneys’ fees and
expenses incurred by the prevailing Party in connection with any such legal
proceeding.  “Expenses” shall
include, but not be limited to, all reasonable expenses and will not be limited
to costs as defined by Rule 54 of the Utah Rules of Civil
Procedure.

       

      (j)           Entire
Agreement.  As of the Effective Date, this Agreement, together
with the Confidentiality Agreement, constitutes the final, complete and
exclusive agreement and understanding between Executive, OA the Company with
respect to the subject matter hereof and replaces and supersedes any and all
other agreements, including the Prior Agreement, offers or promises, whether
oral or written, made to Executive by the Company, OA or any representative
thereof.

       

      (k)           Arbitration of
Disputes.  Any dispute, controversy, or claim arising out of or
relating to this Agreement, or the breach of this Agreement, shall be settled or
resolved by binding arbitration administered by the American Arbitration
Association in accordance with its Employment Arbitration Rules and Mediation
Procedures (which rules are available at www.adr.org), as said rules may be
amended, supplemented, or replaced by action of the American Arbitration
Association, and judgment on the award rendered by the arbitrator may be entered
in and fully enforced by any court having jurisdiction thereof.

       

      (l)           Counterparts.  This
Agreement may be executed in several counterparts, each of which shall be deemed
an original, but all of which shall constitute one and the same
instrument.

       

      (m)           Construction.  Where
the context requires, the singular shall include the plural, the plural shall
include the singular and any gender shall include both genders.

       


      
        
          
             

          

           


        

        
           


          
            

          

        

        
           


        

      


      


       

      IN
WITNESS WHEREOF, Executive has hereunto set Executive’s hand and the Company and
OA have each caused these presents to be executed in their respective names on
their respective behalves, all as of the day and year first above
written.

       

      


       

      
        
          	 	ON ASSIGNMENT,
      INC.	 
	 	 	 	 
	
                   

                	
                  By:
      

                	/s/ Peter
      Dameris	 
	 	 	Name:
      Peter Dameris	 
	 	 	Title:  Chief
      Executive Officer	 
	 	 	 	 


        

      

       

      


      
        
          	 	VISTA STAFFING SOLUTIONS,
      INC.	 
	 	 	 	 
	
                   

                	
                  By:
      

                	/s/ 
      Kathryn E. Hoffman-Abby	 
	 	 	Name:
      Kathryn E. Hoffman-Abby	 
	 	 	Title:
      Executive Vice President 	 
	 	 	 	 


        

      

      
        
          	 	 	 
	 	 	 	 
	
                   

                	
                   

                	/s/ Mark
      S. Brouse	 
	 	 	Name:
      Mark S. Brouse 	 
	 	 	 	 
	 	 	 	 


        



       

       

      
        
          
             

          

           


        

        
           


          
            

          

        

        
           


        

      


      


       

      
        	
                 
      

              	
                Exhibit
      A

              


      

       

      [CONFIDENTIALITY
AGREEMENT]

      


       


      
        
          
            


             

          

           


        

        
           


          
            

          

        

        
           


        

      

       

      
        	
                 
      

              	
                Exhibit
      B

              


      

       

      [RELEASE
AGREEMENT]