ex10_18.htm


    


      AMENDED
AND RESTATED EMPLOYMENT AGREEMENT

      


      THIS AMENDED AND RESTATED EMPLOYMENT
AGREEMENT (this “Agreement”) is
entered into as of December 30, 2008, (the “Effective Date”) by and among Oxford
Global Resources, Inc. (the “Company”), On
Assignment, Inc. (“OA”) and Michael J.
McGowan (“Executive”).

      


      RECITALS

      


      A.     The
Company, OA and Executive previously
entered into an agreement, dated January 3,
2007, pursuant to which Executive is
employed as the President of the Company (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, 2009 (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 8 below, of such election
not less than ninety (90) 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 President of the Company and
shall perform such employment duties as are usual and customary for such
position.  Executive shall report to the 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 Affiliates in such other offices and capacities in addition
to the foregoing as the Company shall designate, consistent with Executive’s
position, without additional compensation beyond that specified in this
Agreement.  For purposes of this Agreement, “Affiliate” shall mean
each entity in any chain of parent entities or subsidiary entities with either
of OA or the Company, as well as each majority-owned entity of any such parent
entity or subsidiary entity, and their respective successors.

       

      (b)           Place of
Employment.  During the Employment Period, Executive shall


       


      
        
          
            


             

          

           


        

        
           


          
            

          

        

        
           


        

      


      perform
the services required by this Agreement at the Company’s principal offices in
Beverly, MA, 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 or
its Affiliates’ business, as may be reasonably requested.

       

      (c)           Right to Attend Board
Meetings.  Executive shall be entitled, during the Employment
Period, to attend in-person meetings of the Board of Directors of OA (the “Board”), attend
telephonic Board meetings and receive Board packages, in each case, to the same
extent as other  Division Presidents of the Company, provided, that nothing herein
shall or shall be construed so as to entitle Executive to be elected to serve on
the Board or to participate (beyond being present in person or telephonically,
as applicable) in any such meeting.

      


      (d)           Exclusivity.  During
the Employment Period, except for such other activities as the Board’s
Compensation Committee (the “Committee”) shall
approve in writing in its sole discretion, Executive shall devote his entire
business time, attention and energies to the business and affairs of the Company
and its Affiliates, 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 its Affiliates.

      


      3.           Compensation.

      


      (a)           Base
Salary.  During the Employment Period, the Company shall pay
Executive a base salary (the “Base Salary”), (i)
initially set at three hundred and twenty thousand dollars ($320,000) per year,
and (ii) beginning in calendar year 2008, at no less than three hundred and
forty-five thousand dollars ($345,000) per year, subject thereafter to annual
review and increase (but not decrease) in the sole discretion of the Committee
and payable in accordance with the Company’s normal payroll procedures
applicable to similarly situated executives of the Company, as in effect from
time to time.

      


      (b)           Annual
Bonus.  In addition to the Base Salary, Executive shall be
eligible to earn an annual 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 date on which annual bonuses are paid generally to the Company’s senior
executives or, if earlier, March 30th of the
year immediately following that in which such Annual Bonus is earned (if March
30th
precedes the date on which annual bonuses are paid generally to the Company’s
senior executives for any year, then the Annual Bonus for such year shall, to
the extent payable, be paid to Executive as soon as practicable after such March
30th
, but in no event later than ninety (90) days following the Executive’s
Date of Termination).  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 (60) days after the start of
the applicable calendar year.  The potential amount of each such
subsequent Annual Bonus shall range from zero to one hundred percent (0 – 100%)
of the then-applicable Base Salary, with payouts structured substantially
similar to the 2007 Annual Bonus

       


      
        
          
             

            


             

          

           


        

        
           


          
            

          

        

        
           


        

      


      payouts
(e.g., cliff payout of
fifty percent (50%) of Base Salary upon attainment of target(s) and then
incremental payout to one hundred percent (100%) of Base Salary for above-target
performance; for the avoidance of doubt, the performance criteria and targets
applicable to such subsequent Annual Bonuses may vary from those applicable to
the 2007 Annual Bonus).

       

      (c)           Additional Synergy Incentive
Bonus.  In addition to the Base Salary and any Annual Bonuses,
during each of the first two years of the Employment Period, Executive shall be
eligible to earn an additional synergy incentive bonus of up to one hundred
thousand dollars  ($100,000) per year (the “Synergy Bonus”) in
respect of certain synergy savings relating to the post-Merger integration of OA
and the Company, as follows: (i) the Synergy Bonus shall become payable as to
twenty thousand dollars ($20,000) on each quarterly anniversary of the Effective
Date during the first two (2) years of the Employment Period, subject to
Executive’s continued employment through each such quarterly anniversary (“Component A”), and
(ii) if, during the first two (2) years of the Employment Period, the Company
attains synergy performance objectives established by the Committee, the Synergy
Bonus may become payable with respect to up to an additional twenty thousand
dollars ($20,000) for each such year (“Component B”), at
such time or times as the Committee shall determine, subject to Executive’s
continued employment through date on which the Committee determines that
Component B has been attained, which shall be the payment date of such Component
B.  Determinations as to whether and when Component B performance
objectives have been attained shall be made in the sole discretion of the
Committee.  Provided that the Committee determines that such Component
B performance objectives have been attained, payment of Component B shall occur
as soon as reasonably practicable following the determination of the Committee,
but in no event more than fifteen (15) days after such determination, with the
exact payment date to be set by the Company in its sole discretion. No Synergy
Bonus shall become payable with respect to employment beyond the second
anniversary of the Effective Date.

       

      (d)           Stock
Option.  Subject to approval by the Committee, as soon as
practicable following January 3, 2007, OA shall grant to Executive a
nonqualified option to purchase one hundred twenty thousand (120,000) shares of
OA common stock (the “Option”).  The
Option shall be granted to Executive at an exercise price per share equal to one
hundred percent (100%) of the fair market value of a share of OA common stock on
the date of grant, as determined by the Committee. Subject to Executive’s
continued employment with the Company through each such date, the Option shall
vest and become exercisable with respect to seven thousand, five hundred (7,500)
of the shares subject thereto on each quarterly anniversary of the date of grant
of the Option (the “Option Grant Date”),
such that the Option shall be vested and exercisable with respect to all shares
subject thereto (subject to Executive’s continued employment) on the fourth
(4th)
anniversary of the Option Grant Date.  Consistent with the foregoing,
the terms and conditions of the Option, including the applicable vesting
conditions, shall be set forth in an Option grant agreement to be entered into
by OA and Executive in a form prescribed by OA which shall evidence the grant of
the Option (the “Option
Agreement”).  The Option shall, subject to the provisions of
this Section 3(d), be governed in all respects by the terms of the applicable
Option Agreement.

      


      (e)           Restricted Stock
Units.  Subject to approval by the Committee, as soon as
practicable following the January 3, 2007, OA shall grant to Executive sixty
thousand (60,000) restricted stock units (the “RSUs”) under the OA
Restated 1987 Stock Option Plan, as amended

       


      
        
          
             

             

          

           


        

        
           


          
            

          

        

        
           


        

      


      and
restated April 7, 2006 (the “Equity
Plan”).  The RSU grant shall vest as to three thousand, seven
hundred and fifty (3,750) RSUs on each quarterly anniversary of the date of
grant of the RSUs (the “RSU Grant Date”),
subject to Executive’s continued employment with the Company through each such
vesting date, such that all of the RSUs shall be vested (subject to Executive’s
continued employment) on the fourth (4th)
anniversary of the RSU Grant Date.  Shares of the Company common stock shall be
delivered in respect of RSUs vesting in accordance with this Section 3(e) on or
as soon as practicable after the applicable
vesting date of such RSUs, but in no event more than fifteen (15) days after
such vesting date, with the exact payment date to be determined by the Company
in its sole discretion. Consistent with the foregoing, the terms and
conditions of the RSUs shall be set forth in a RSU grant agreement to be entered
into by OA and Executive in a form prescribed by OA which shall evidence the
grant of the RSUs (the “RSU Agreement”).  The RSUs shall, subject to
the provisions of this Section 3(e), be governed in all respects by the terms of
the Equity Plan and the applicable RSU Agreement.

       

      (f)           Benefit
Plans.  During the Employment Period, Executive and Executive’s
legal dependents 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 the
Company for its senior executives.  In addition, Executive shall be
eligible to participate in such incentive, savings and retirement plans,
policies and programs as are made available to similarly situated executives of
the Company, provided,
that the Company shall have no obligation, in any case, to adopt, maintain or
continue any such plans, policies or programs.

      


      (g)           Additional
Perquisites.  In addition to the compensation and benefits
described above in this Section 3, during the Employment Period, the Company
shall pay or reimburse Executive for actual, properly substantiated expenses
incurred by Executive in connection with (i) the lease or purchase of an
automobile, not to exceed five hundred dollars ($500) per month; (ii) an annual
physical examination, not to exceed one thousand, five hundred dollars ($1,500)
per calendar year; and (iii) tax preparation and financial planning, not to
exceed two thousand, five hundred dollars ($2,500) per calendar
year.  On all international and all transcontinental North American
airplane flights, Executive shall be entitled to fly business class or, if any
flight offers only two classes of service, first class.

      


      (h)           Vacation.  During
the Employment Period, Executive shall be entitled to four (4) 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 (4) weeks (for the
avoidance of doubt, vacation shall stop accruing at four (4) weeks and accrual
shall not re-commence until accrued vacation falls below four (4) weeks, but up
to four (4) weeks of accrued vacation may be carried forward to any succeeding
calendar year).

      


      (i)           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 Company expense reimbursement policy applicable to senior
executives of the Company, as in effect from time to time, provided that
Executive properly substantiates such expenses in accordance with such
policy.

      


      (j)           Insurance and
Indemnification. For the period from the Effective Date


      
        
          
             

             

          

           


        

        
           


          
            

          

        

        
           


        

      


      through
at least the tenth (10th)
anniversary of the Date of Termination, the Company shall maintain Executive as
an insured party on all directors’ and officers’ insurance maintained by the
Company for the benefit of its directors and officers on at least the same basis
as all other covered individuals and provide Executive with at least the same
corporate indemnification as it provides to its similarly situated
executives.

      


      4.           Termination of
Employment.

       

      Either
the Company or Executive may terminate Executive’s employment at any time for
any reason or no reason.  The following provisions shall control any
such termination of Executive’s employment.

       

      (a)           Termination by the Company
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 8
below.  If Executive’s employment is terminated as provided in this
Section 4(a), the Company shall, upon the Date of Termination, or in the case of
obligations described in clause (iv) below, as such obligations become due to
Executive, pay or provide to Executive, (i) Executive’s earned but unpaid Base
Salary accrued through such Date of Termination, (ii) accrued but unpaid
vacation time through such Date of Termination, (iii) reimbursement of any
properly submitted business expenses incurred by Executive prior to the Date of
Termination that are reimbursable under Sections 3(g) or 3(i) above, and (iv)
any vested benefits and other amounts due to Executive under any plan, program
or policy of the Company (together, all of these benefits shall be referred to
as the “Accrued
Obligations”). The Accrued Obligations will be paid to Executive as soon
as practicable, in accordance with applicable law, but in no event later than
thirty (30) days following the Date of Termination (provided, in the case of
reimbursable expenses, that such expenses have been properly submitted to the
Company within at least fourteen (14) calendar days following the Date of
Termination).  In addition, subject to Sections 4(g) and 4(i) below,
Executive’s execution and non-revocation of a binding Release (as defined below)
in accordance with Section 4(h) 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 (together, all of these
benefits shall be referred to as the “Severance”):

      


      
        	
                 
      

              	
                (1)

              	
                payment
      of  one hundred percent (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 (12) months following the Date of
      Termination, in accordance with the Company’s normal payroll procedures
      applicable to senior executives of the Company, 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 thirtieth
      (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 (12) months from
      the Date of Termination, the Company will
      pay Executive the 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 (12)
      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
      (12) month period; following such twelve
      (12)-month continuation period, any further continuation of such coverage
      under applicable law shall be at Executive’s sole expense;
    and

              


      

      


      
        	
                 
      

              	
                (3)

              	
                a
      pro-rated portion of Component A of the Synergy Bonus that would otherwise
      become payable in respect of the quarter in which the Date of Termination
      occurs (if any), had Executive remained employed by the Company through
      the last day of such quarter, determined by multiplying twenty-thousand
      dollars ($20,000) by a fraction, the numerator of which equals number of
      days elapsed in such quarter through the Date of Termination and the
      denominator of which equals ninety-one point twenty-five
      (91.25).  Such bonus shall be paid to Executive as soon as
      reasonably

              


      


      
        
          
             

            


             

          

           


        

        
           


          
            

          

        

        
           


        

      


      
        	
                 
      

              	
                practicable
      following Executive’s Date of Termination, but in no event later than
      ninety (90) days following the Date of
  Termination.

              


      

      


      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)           Death;
Disability.  If Executive dies during the Employment Period or
Executive’s employment is terminated due to Executive’s Disability (constituting
a “disability” within the meaning of Section 409A), Executive or Executive’s
estate, as applicable, shall be entitled to receive the Accrued Obligations upon
the Date of Termination, or, in the case of benefits described in Section
4(a)(iv), as such obligations become due to Executive.  In addition,
subject to Sections 4(g) and 4(i) below, Executive’s (or Executive’s estate’s)
execution and non-revocation of a binding Release in accordance with Section
4(h) 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 (as defined
above).  .

      


      (c)           Change In Reporting
Relationship; Relocation.  If, during the Employment Period,
the Company changes the terms of Executive’s employment such that (i) Executive
is required to report directly to any person that is subordinate to OA’s Chief
Executive Officer, or (ii) Executive’s principal work location is relocated more
than fifty (50) miles from Beverly Massachusetts, 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), upon Executive’s
written notification to the Company within sixty (60) days following the
occurrence of either such change, in accordance with Section 8 below, and the
Company’s failure, within thirty (30) days of the Company’s receipt of such
notice to remedy such change, Executive may terminate his employment due to such
change, such that the date of Executive’s Separation from Service occurs no
later than thirty-five (35) days after Executive furnishes notice.  If
Executive terminates Executive’s employment pursuant to this Section 4(c),
Executive shall be entitled to receive the Accrued Obligations upon the Date of
Termination or, in the case of benefits described in Section 4(a)(iv), as such
obligations become due to Executive.  In addition, subject to Sections
4(g) and 4(i) below, Executive’s execution and non-revocation of a binding
Release in accordance with Section 4(h) below and Executive’s continued
compliance with the Confidentiality Agreement, Executive shall be entitled to
receive that portion of the Severance benefits described in each of Section
4(a)(1) and Section 4(a)(2) above.  For the avoidance of doubt,
Executive shall not be entitled to receive any other component of the Severance
(as defined above) upon a termination in accordance with this Section
4(c).

      


      (d)           Voluntary
Termination.  Executive may voluntarily terminate Executive’s
employment (for any reason other than that described in Section 4(c) above) upon
ninety (90) days’ notice to OA provided in accordance with Section 8 below,
subject to the Company’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 upon the Date of
Termination or, in the case of benefits described in Section 4(a)(iv), as such
obligations become due to Executive.  If the Company elects to waive
all or any portion of the notice period provided for in this Section 4(d),
Executive shall, subject to Sections 4(g) and 4(i) below, Executive’s
execution


      
        
          
             

            


             

          

           


        

        
           


          
            

          

        

        
           


        

      


      and
non-revocation of a binding Release in accordance with Section 4(h) below and
Executive’s continued compliance with the Confidentiality Agreement, be entitled
to payment of the Base Salary that would otherwise become payable in respect of
such waived period absent the Company’s waiver, but shall, for all other
purposes, be treated as having terminated employment prior to such waived notice
period.

      


                            (e)           Cause.  If
Executive’s employment becomes terminable by the Company for Cause (as defined
below), then the Company shall provide Executive with written notice setting
forth in reasonable detail the nature of such Cause and, to the extent capable
of cure, Executive shall have a period of fifteen (15) days to cure such Cause
(or such longer period as may be permitted under the definition of Cause
below).  If Executive has not cured such Cause within fifteen (15)
days of the Company’s provision of such notice (to the extent capable of cure),
then the Company may terminate Executive’s employment immediately and Executive
shall be entitled to receive the Accrued Obligations upon the Date of
Termination or, in the case of benefits described in Section 4(a)(iv), as such
obligations become due to Executive.

      


      (f)           Non-Renewal of Employment
Period.  If the Company elects not to renew the Employment
Period (or any extension thereof), Executive shall be entitled to receive the
Accrued Obligations upon the Date of Termination or, in the case of benefits
described in Section 4(a)(iv), as such obligations become due to
Executive.   In addition, if, at the time of Executive’s receipt
of the Company’s notice of election not the renew the Employment Period (or any
extension thereof), Executive is willing and able to extend the Agreement and
continue providing services on terms and conditions substantially similar to
those contained in this Agreement, then subject to Sections 4(g) and 4(i) below,
Executive’s execution and non-revocation of a binding Release in accordance with
Section 4(h) below and Executive’s continued compliance with the Confidentiality
Agreement (as defined below), Executive shall be entitled to receive that
portion of the Severance benefits described in each of Section 4(a)(1) and
Section 4(a)(2) above for a period of six (6) months (instead of twelve (12)
months).  For the avoidance of doubt, Executive shall not be entitled
to receive any other component of the Severance (as defined above) upon a
termination in accordance with this Section 4(f).

      


      (g)           Change in Control
Benefits.  During the Employment Period, Executive shall be
eligible to participate in the On Assignment, Inc. Change in Control Severance
Plan (the “CIC
Plan”) at the level of “Division President,” as such plan may be amended
from time to time in accordance with its terms.  In the event that
Executive actually receives benefits under the CIC Plan, such benefits shall be
in lieu and full replacement of any benefits to which Executive would otherwise
become entitled under this Section 4 and Executive shall not be entitled to
receive any of the benefits described in this Section 4.

      


      (h)           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
(as defined above) that Executive (or his estate) execute, deliver to the
Company and not revoke a general release of claims in a form prescribed by the
Company and attached hereto as Exhibit B (the “Release”).  Except
as expressly provided in this Agreement and/or by applicable law, upon the
termination of Executive’s employment, the Company shall have no obligation to
Executive in connection with Executive's employment with the Company or the
termination thereof.


      
        
          
             

            


             

          

           


        

        
           


          
            

          

        

        
           


        

      

      
 

      (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 six (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 times indicated 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
six (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 six (6)-month period, without interest
thereon.

      


      (j)           Definitions.

      


      “Cause” means Executive’s
willful breach of duty unless waived by the Company (which willful breach is
limited to Executive’s deliberate and consistent refusal to perform Executive’s
duties or Executive’s deliberate and consistent refusal to conform to or follow
any reasonable policy adopted by the Company provided Executive has had prior
written notice of such refusal and an opportunity of at least thirty (30) days
to cure such refusal); Executive’s unauthorized use or disclosure of
confidential information or trade secrets of the Company; Executive’s breach of
an applicable non-competition or non-solicitation agreement; Executive’s
conviction of a felony under the laws of the United States or any state thereof;
or Executive’s gross negligence.

      


      “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”).

      


      “Separation from Service” has
the meaning assigned pursuant to Section 409A(a)(2)(A)(i) of the Internal
Revenue Code of 1986, as amended, and Treasury Regulation Section
1.409A-1(h).

      


      5.           Confidentiality, Non-Solicitation and
Non-Competition Agreement.  Concurrently herewith, Executive
agrees to execute and comply with the terms of the Confidentiality,
Non-Solicitation and Non-Competition Agreement attached hereto as Exhibit A (the
“Confidentiality
Agreement”).  The compensation and benefits provided under this
Agreement, together with compensation and benefits provided under the Merger
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.           Intentionally
Omitted.

       


      
        
          
             

            


             

          

           


        

        
           


          
            

          

        

        
           


        

      


      7.           Representations.

       

      (a)           No Violation of Other
Agreements.  Executive hereby
represents and warrants to the Company that (i) he is entering into this
Agreement voluntarily and that the performance of his obligations hereunder will
not violate any agreement between him and any other person, firm, organization
or other entity, including without limitation, any agreements with the Company
or Barton and Associates, Inc., or any of the respective Affiliates thereof, and
(ii) he 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 his 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 his duties under this Agreement will not require him to, and he
shall not, rely on in the performance of his 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.

       

      8.           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 hereto may designate by notice to the other in
accordance with this Section 8, and shall be deemed to have been given upon
receipt.

       

      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,  either party 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 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) 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.  This is a Massachusetts contract and shall be construed
and enforced under and be governed in all respects by the laws of the
Commonwealth of Massachusetts, without regard to the conflict of laws principles
thereof.  The parties hereto consent to the jurisdiction of the state
and federal courts located in the Commonwealth of Massachusetts to adjudicate
any disputes among such 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 hereto 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 either party hereto 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 both parties hereto and not in favor or against either party by the
rule of construction abovementioned.

       

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

       

      (i)           Entire
Agreement.  As of the Effective Date, this Agreement, together
with the Confidentiality Agreement, any applicable Stock Option Agreement and
RSU Agreement and applicable provisions of each of the CIC Plan and the Equity
Plan, constitute the final, complete and exclusive agreement and understanding
between Executive and 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 or any representative thereof.   Without limiting the
generality of the foregoing, this agreement expressly supersedes and replaces in
its entirety the employment agreement between Michael J. McGowan, Oxford &
Associates, Inc. and Centennial Associates, Inc. dated May 15, 1997, as such
agreement has been amended from time to time, and all rights and obligations
arising under or in connection with such agreement shall be extinguished upon
the Effective Date.

       

      (j)           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.

       


      
        
          
             

            


             

          

           


        

        
           


          
            

          

        

        
           


        

      


      IN
WITNESS WHEREOF, Executive has hereunto set his hand and, pursuant to the
authorization from the Committee, the Company has caused these presents to be
executed in its name on its behalf, all as of the day and year first above
written.

       

      
        
          	 	ON ASSIGNMENT,
      INC.	 
	 	 	 	 
	
                   

                	
                  By:
      

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


        



      
        
          
            	 	OXFORD GLOBAL RESOURCES,
      INC.	 
	 	 	 	 
	
                     

                  	
                    By:
      

                  	/s/ Robert
      Brown	 
	 	 	Name:
      Robert Brown	 
	 	 	Title:
      Senior Corporate Counsel	 
	 	 	 	 


          

        

      

      
      

      
        
          	 	 	 
	 	 	 	 
	
                   

                	
                   

                	/s/ Michael
      J. McGowan	 
	 	 	Name:
      Michael J. McGowan	 
	 	 	 	 
	 	 	 	 


        

      

      
 

       

       


      
        
          
             

          

           


        

        
           


          
            

          

        

        
           


        

      


      


       

      
        	
                 
      

              	
                Exhibit
      A

              


      

       

      [CONFIDENTIALITY
AGREEMENT]

      



      
        
          
             

          

           


        

        
           


          
            

          

        

        
           


        

      


       

      
        	
                 
      

              	
                Exhibit
      B

              


      

       

      [RELEASE
AGREEMENT]