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 On Assignment, Inc. (the “Company”) and James
Brill (“Executive”).

      


      Recitals

      
 

      A.     The
Company and Executive previously entered
into an agreement, dated January 1, 2007,
pursuant to which Executive is employed as
the Senior Vice President and Chief  Financial Officer of the
Company (the “Prior Agreement”).

      
 

      B.      The Company 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 which
commenced on January 1, 2007 and ends on December 31, 2008 (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 Senior Vice President and Chief
Financial Officer of the Company and shall perform such employment duties as are
usual and customary for such position, including without limitation, oversight
and management of the Company’s Finance and Accounting, Risk Management and
Investor Relations departments.  Executive shall report to the Chief
Executive Officer of the Company (“CEO”).  The
Company shall retain full direction and control of the means and methods by
which Executive performs the above services.  At the Company’s
request, Executive shall serve the Company and/or its subsidiaries and
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.

       


      
        
          
            


             

          

           


        

        
           


          
            

          

        

        
           


        

      


      


       

      (b)           Place of
Employment.  During the Employment Period, Executive shall
perform the services required by this Agreement at the Company’s principal
offices in Calabasas, California, 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.

      


      (d)           Exclusivity.  During
the Employment Period, except for such other activities as the Compensation
Committee of the Board of Directors (the “Committee”) shall
approve in writing in its sole discretion and as otherwise provided in this
Section 2(d), Executive shall devote his entire business time, attention and
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.  Notwithstanding the foregoing, (i) for a period not
to exceed ninety days from and after the Effective Date, Executive may provide
the consulting services described on Schedule A hereto to Diagnostic Products
Corporation and the provision of such consulting services shall not constitute a
breach of this Section 2(d), and (ii) provided that
such activities do not interfere with the fulfillment of Executive’s obligations
hereunder, Executive may (A) serve as an officer, director or trustee of
any charitable or non-profit entity; (B) own a passive investment in any private
company and own up to 5% of the outstanding voting securities of any public
company; or (C) with the prior approval of the CEO, serve as a director of up to
two other companies so long as such companies do not compete with the Company
and Executive notifies the CEO in advance of accepting any such
position.

      


      3.           Compensation.

      


      (a)           Base
Salary.  During the Employment Period, the Company shall pay
Executive a base salary (the “Base Salary”) set at
$275,000 per year for calendar year 2007 and subject thereafter to annual review
and increase (but not decrease) in the sole discretion of the
Committee.  The Base Salary shall be payable in accordance with the
Company’s normal payroll procedures applicable to senior 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 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 date on which annual bonuses are paid generally to the Company’s senior
executives.  In respect of calendar year 2007, Executive shall be
eligible to earn an Annual Bonus ranging from $0 - $275,000, determined by
reference to the Company’s earnings before interest, tax, depreciation and
amortization as reported on its consolidated financial statements for such
period (“EBITDA”).  The
EBITDA targets applicable to Executive’s 2007 Annual Bonus shall be consistent
with those applicable to the determination of the CEO’s 2007 annual bonus and
shall be determined by the Committee, after consultation with the CEO and
Executive, no later than March 31, 2007.  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)           Stock
Option.  Subject to approval by the Committee, as soon as
practicable following the Effective Date, the Company shall grant to Executive a
nonqualified option to purchase 100,024 shares of Company common stock (the
“Option”).  The
Option shall be granted to Executive at an exercise price per share equal to
100% of the fair market value of a share of Company 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 25,000 of the shares subject thereto on the
first anniversary of the date of grant of the Option (the “Option Grant Date”)
and with respect to 2,084 of the shares subject thereto on each monthly
anniversary of the Option Grant Date thereafter, 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 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 the Company and Executive in a form
prescribed by the Company which shall evidence the grant of the Option (the
“Option
Agreement”).  The Option shall, subject to the provisions of
this Section 3(c), be governed in all respects by the terms of the applicable
Option Agreement.

      


      (d)           Restricted Stock
Units.  Subject to approval by the Committee, as soon as
practicable following the Effective Date, the Company shall grant to Executive,
under the OA Restated 1987 Stock Option Plan (the “Equity Plan”), 60,000
restricted stock units (the “RSUs”).  Subject
to Executive’s continued employment with the Company through each such date, the
RSU grant shall vest with respect to 15,000 RSUs on the first anniversary of the
date of grant of the RSUs (the “RSU Grant Date”) and
with respect to 1,250 of the RSUs on each monthly anniversary of the RSU Grant
Date thereafter, such that the RSU grant shall be vested with respect to all
RSUs (subject to Executive’s continued employment) on the fourth anniversary of
the RSU Grant Date.  Shares of Company
common stock shall be delivered in respect of RSUs vesting in accordance with
this Section 3(d) on or as soon as practicable after the applicable vesting date of such RSUs, but in no event
more than fifteen 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, including the applicable vesting and share delivery
conditions, shall be set forth in a RSU grant agreement to be entered into by
the Company and Executive which shall evidence the grant of the RSUs and, except
as otherwise expressly provided herein, shall be consistent with the terms and
conditions contained in RSU grant agreements provided to other key executives of
the Company (the “RSU
Agreement”). The RSUs shall, subject to the provisions of this Section
3(d), be governed in all respects by the terms of the Equity Plan and the
applicable RSU Agreement.

       

      (e)           Additional Incentive
Bonus.  In addition to the Base Salary, any Annual Bonuses and
the RSU and Option grants, the Company may, in its sole discretion, pay to
Executive a one-time additional bonus of up to $50,000 (the “Additional Bonus”)
upon the attainment of performance objectives relating to the post-transaction
integration of the Company with each of Vista Staffing Solutions, Inc. and
Oxford, Inc., including synergy savings and other criteria selected by the
Committee (the “Additional Bonus
Objectives”).  The Additional Bonus Objectives shall be
established, after consultation with Executive, in the sole discretion of the
Committee, and the Additional Bonus shall become payable, if at all, at such
date or dates as are determined by the Committee, subject to Executive’s
continued employment through any such date(s).  Determinations as to
whether the Additional Bonus performance objectives have been attained shall be
made in the sole discretion of the Committee.

       

      


       


      
        
          
             

            


             

          

           


        

        
           


          
            

          

        

        
           


        

      


                   (f)           Benefit
Plans.  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 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 senior 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 (i) pay to Executive an automobile allowance of $450 per month and, (ii)
pay or reimburse Executive for actual, properly substantiated expenses incurred
by Executive in connection with (A) an annual physical examination, not to
exceed $1,500 per calendar year; and (B) tax preparation and financial planning
services, not to exceed $2,500 per calendar year.

      


      (h)           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.

      


      (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.

      


      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, subject to Section 8
below:

       

      (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 (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 (as defined below), (ii) accrued but unpaid
vacation time through such Date of Termination, (iii) reimbursement of any
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, the “Accrued
Obligations”).  In addition, subject to Section 4(h) below,
Executive’s execution and non-revocation of a binding Release (as defined below)
in accordance with Section 4(f) below and Executive’s continued compliance with
the Confidentiality Agreement (as defined below), Executive shall be entitled to
receive 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 the Company, as in effect
from time to time, (but no less often than
monthly), (the “Severance”), provided, that payment of the amounts described in this Section
4(a) 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.


      
        
          
             

            


             

          

           


        

        
           


          
            

          

        

        
           


        

      


      


      


      (b)           Death;
Disability.  If Executive dies during the Employment Period or
Executive’s employment is terminated due to Executive’s total and permanent
disability (that constitutes a “disability” within the meaning of Section 409A),
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)(iv), as such obligations become due to Executive.  In addition,
subject to Section 4(h) below, 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.

      


      (c)           Cause.  If
Executive’s employment becomes terminable by the Company for Cause, the Company
may terminate Executive’s employment immediately and Executive shall be entitled
to receive the Accrued Obligations promptly or, in the case of benefits
described in Section 4(a)(iv), as such obligations become due to
Executive.

      


      (d)           Resignation.  Executive
may terminate Executive’s employment upon sixty days’ notice to the Company
provided in accordance with Section 7 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 promptly, 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 the notice period provided for in this Section 4(d), Executive shall not
be entitled to any compensation in respect of such period.

      


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

      


      


      (f)           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 his estate) execute, deliver to the Company and not revoke a
general release of claims in a form 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 his employment with the Company or the termination
thereof.


      
        
          
             

            


             

          

           


        

        
           


          
            

          

        

        
           


        

      


      


      (g)           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 duties
hereunder; (iii) the indictment of Executive for 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.

       

      “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”).

      


       

      (h)           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 that Executive is a “specified employee” at
the time of such Separation from Service (within the meaning of Section 409A)
and 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
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.           Confidential Information and Employee
Developments.  Concurrently herewith, Executive agrees to
execute and comply with the terms of the Confidential Information and Employee
Development Agreement attached hereto as Exhibit A (the “Confidentiality
Agreement”).  The compensation and benefits provided under this
Agreement, together with 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) 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, 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.

       

      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 the
Company:

       

      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 7, and shall be deemed to have been given upon
receipt.

       

      8.           Change of Control
Agreement.  Notwithstanding anything contained in this
Agreement, the parties hereto acknowledge that Executive and the Company have
entered into an Executive Change of Control Agreement of even date herewith (the
“COC
Agreement”) and, that, in the event that Executive becomes entitled to
compensation or benefits under the COC Agreement (as determined solely under the
terms of the COC Agreement), this Agreement shall be superseded by the COC
Agreement and no further compensation or benefits in any form shall become
payable under this Agreement.

       


      
        
          
             

            


             

          

           


        

        
           


          
            

          

        

        
           


        

      


      


       

      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 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.  The rights and duties of the parties will be governed by
the local law of the State of California, excluding any choice-of-law rules that
would require the application of the laws of any other
jurisdiction.  The parties hereto consent to the jurisdiction of the
state and federal courts located in the state of California to adjudicate any
disputes between 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.

       

      (i)           Entire
Agreement.  As of the Effective Date, this Agreement, together
with the Confidentiality Agreement, any applicable Stock Option Agreement and
RSU Agreement and the COC Agreement, constitute the final, complete and
exclusive agreement and understanding between Executive and the Company with
respect to the subject matter hereof and replace and supersede any and all other
agreements, offers or promises, including the Prior Agreement, whether oral or
written, made to Executive by the Company or any representative
thereof.

       

      (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.

       

      


       

      


       

      [Signature
Page Follows]

       


      
        
          
             

            


             

          

           


        

        
           


          
            

          

        

        
           


        

      


      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	 
	 	 	 	 


        

        
          	 	 	 
	 	 	 	 
	
                   

                	
                   

                	/s/ James
      Brill	 
	 	 	Name:
      James Brill	 
	 	 	 	 
	 	 	 	 


        



       

      


       

      


       

      



      
        
          
            


             

          

           


        

        
           


          
            

          

        

        
           


        

      


      Schedule
A

      DESCRIPTION
OF CONSULTING SERVICES

      


      During the first ninety days of the
Employment Period, Executive shall be permitted to devote up to two business
days per week to the performance of consulting services for Executive’s former
employer, Diagnostic Products Corporation, relating to the successful transition
of Executive’s former position at Diagnostic Products Corporation and the duties
and responsibilities associated therewith to Executive’s successor at Diagnostic
Products Corporation.


      
        
          
            S-1

             

          

           


        

        
           


          
            

          

        

        
           


        

      


      
        	
                 
      

              	
                Exhibit
      A

              


      

       

      
        ON
ASSIGNMENT, INC.

        CONFIDENTIAL
INFORMATION AND

        DEVELOPMENT
AGREEMENT

        In
consideration of my engagement by On Assignment, Inc. (the “Company”) to provide
the services (the “
Services ”) described in the Employment Agreement entered into between
the Company and me, dated January 1, 2007 (the “ Employment Agreement
”), I hereby agree as follows (in this “ Agreement
”):

        
          	
                   
      

                	
                  1.                                     
      Confidential Information.

                


        

        a.             General.  I
acknowledge and understand that I will be given access to certain confidential,
secret and proprietary information and materials owned by the Company or which
relate to the Company’s historical, current or planned business or business
activities, including but not limited to, all information not generally known to
the public that relates to the inventions, processes, formulas, designs,
developments, technology, technical data, research and development, products,
policies, practices, supplier information, markets, marketing plans, subscribers
and proposals of the Company, the identity of all actual and prospective
clients, client lists, files and all information relating to individual clients,
and information on all persons for whom the Company performs services or with
whom I have contact during the course of my employment related to the Company’s
current or planned business or business activities, and all other information
the Company designates as “confidential” (hereafter the “ Confidential
Information ”),  provided , that
Confidential Information does not include information which (i) is or becomes
publicly known other than as a result of my actions in violation of this
Agreement; (ii) has been made available by the Company, directly or indirectly,
to a non-affiliated third party without obligation of confidentiality; or (iii)
I am obligated to produce as a result of a court order or pursuant to
governmental action or proceeding, provided that I give the Company prompt
written notice of such requirement prior to such disclosure and assistance in
obtaining an order protecting such Confidential Information from public
disclosure.

        b.             Use of Confidential
Information.  I acknowledge and agree that all Confidential
Information shall be considered trade secrets of the Company and shall be
entitled to all protections given by law to trade secrets.  Confidential
Information shall apply to every form in which information shall exist, whether
written, film, tape, computer disk or other form of media, including original
materials and any copies thereof.  I agree that the Confidential
Information shall be the sole and exclusive property of the Company.  I
will not, during my employment with the Company or at any time after the
termination thereof for any reason whatsoever, disclose or make known or use for
myself or others (except as required in the course of my employment with the
Company or when otherwise authorized to do so in writing signed by an authorized
representative of the Company) any Confidential Information or
information

        


        A-1

        


        
          


        

        



        
          
             


          

          
             


            
              

            

          

          
             


          

        


        


        


        about
clients to any person, firm, corporation or other entity.  Moreover, I will
not directly or indirectly help or assist any other person to do any of the
prohibited acts listed in this section.

        
          	
                   
      

                	
                  2.                                      Documents.  All
      notes, memoranda, files, records, writings and other documents, whether on
      tangible or electronic media (“ Documents ”),
      which I shall prepare, use or come into contact with during my employment
      with the Company which relate to or are useful in any manner to the
      business now or hereafter conducted by the Company are and shall remain
      the sole and exclusive property of the Company.  I shall not remove
      from the Company’s premises the original or any reproduction of any such
      Documents nor any of the information contained therein except as required
      in the course of employment with the Company or otherwise with the prior
      written consent of an authorized representative of the Company, and all
      such Documents and information in my possession or under my custody or
      control shall be turned over to the Company immediately upon the
      termination of my service relationship with the
  Company.

                


        

        
          	
                         

                	
                  3.   `                                   
      Developments.

                


        

        a.             Property of the
Company.  I agree that all Developments (as defined below) shall be
at the instant of creation or expression the sole property of the Company, to
the greatest extent possible shall be deemed “works made for hire” and that I
shall retain no rights or interest of any kind therein.  The Company shall
own all right, title and interest of any kind in and to all Developments and all
related intellectual property, ownership and other rights and I shall have no
claims, interest, rights or title in and to each of the Developments and all
related intellectual, ownership and other rights thereto.

        b.             Waiver of Rights;
License.  In the event that, by operation of law or otherwise, I
retain any rights to any Developments or any related intellectual property,
ownership or other rights, I hereby transfer and assign to the Company, without
further consideration, my entire right, title and interest in and to such
Developments and all related intellectual property, ownership and other rights,
and I hereby waive any and all rights or interest of any kind therein including
any moral rights; and to the extent any right, title or interest in and to any
Developments or any related intellectual property, ownership or other rights
cannot fully be assigned by me to the Company, I hereby grant to the Company an
exclusive, royalty-free, transferable, irrevocable, perpetual, worldwide license
(with rights to sublicense) to use, exploit and practice such non-assignable
right, title and interest.

        c.             Cooperation.  I
agree to assist the Company in protecting the Company’s sole interest in the
Developments, and to execute any and all documents required to ensure that all
intellectual property rights in the Developments are owned solely and
exclusively by the Company.  I hereby irrevocably appoint the Company as my
true and lawful attorney-in-fact, which appointment is coupled with an interest
to act for and on my behalf to execute, verify and file any such documents and
to do all other acts to

        


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        further
the purposes of this Section 3 with the same legal force and effect as if
executed by me (including without limitation the right to execute assignments of
and to register any and all rights to the Developments), and this appointment
shall survive termination of this Agreement.  I agree to promptly and fully
disclose in writing to the Company all Developments during the term of the
Employment Agreement and for a period of one year immediately following the
termination of my service relationship with the Company for any reason (the
“ Restricted
Period ”).

        d.             Limited Scope. 
This Section 3 shall not apply to any inventions that I have made prior to my
service relationship with the Company (all of which are listed on Annex A,
attached hereto), or to any inventions that I develop entirely on my own time
without use of the Company’s equipment, supplies, facilities or Confidential
Information and which do not relate to the Company’s present, future or
prospective business, products, research and development, processes or the work
I perform for the Company.  If, in the course of my employment with the
Company, I incorporate an invention identified on Annex A into a Development, I
hereby grant the Company a nonexclusive, royalty-free, irrevocable, perpetual,
worldwide license (with rights to sublicense) to make, have made, modify, use,
distribute and sell such prior invention.  Notwithstanding the foregoing, I
agree that I will not incorporate, or permit to be incorporated, prior
inventions in any Developments without the Company’s prior written
consent.

        e.             Developments
Definition.  As used in this Section 3, “Developments” means
any and all: (i) ideas, designs, designations, concepts, inventions, products,
discoveries, improvements, processes, machines, manufacturing, marketing,
service methods and techniques, formulae, designs, composition of matter, styles
and specifications, (ii) works of authorship or information fixed in any
tangible medium of expression or mask works, (iii) trademarks, service marks or
trade names, (iv) trade secrets and know-how (including, without limitation, any
of the foregoing relating to formulae, patterns, compilations, programs,
methods, techniques or processes), (v) subject matter otherwise protectable
under patent, copyright, moral right, mask work, trademark, trade secret or
other laws, and (vi) products, systems, equipment, or devices which are
conceived, reduced to practice, created, derived, developed or made from any of
the foregoing clauses, and with respect to such foregoing clauses other than
clause (v), whether or not protectable under patent, copyright, moral right,
mask work, trademark, trade secret or other laws, which are conceived, reduced
to practice, created, derived, developed, improved or made by me (whether at the
request or suggestion of Company or otherwise, whether alone or in conjunction
with others, and whether during regular hours of work or otherwise) during the
period of my employment with the Company, which may pertain to the present,
future or prospective business, products, research and development, or processes
of the Company.

        
          	
                   
      

                	
                  4.                                      Employee
      Non-Solicitation.  I acknowledge that I have or will gain
      valuable information about the identity, qualifications and on-going
      performance of the employees of the Company.  During the Restricted
      Period, I agree that I will not

                


        

        


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        directly
or indirectly solicit or encourage any of the Company’s employees to seek or
accept employment with me or any other person or entity, or disclose any
information about any such employee to any prospective employer.

        
          	
                   
      

                	
                  5.                                      Injunctive
      Relief.  I agree that it is impossible to measure in money the
      damages that will accrue to the Company in the event that I breach any of
      the restrictions provided in this Agreement.  Accordingly, in the
      event that I breach any such restriction, the Company shall be entitled to
      an injunction restraining me from further violating such restriction
      without the need to post any bond therefor.  If the Company shall
      institute any action or proceeding to enforce any such restrictions, I
      hereby waive the claim or defense that the Company has an adequate remedy
      at law and agree not to assert such claim or defense.  The foregoing
      shall not prejudice the Company’s right to require me to account for and
      pay over to the Company, and I hereby agree to account for and pay over to
      the Company, the compensation, profits, monies, accruals or other benefits
      derived or received by me as a result of any transaction constituting a
      breach of any of the restrictions provided in this Agreement and, if so
      determined, I hereby agree to account for and pay over to the Company such
      amounts.

                


        

        
          	
                   
      

                	
                  6.                                      Severability.  If
      any portion of this Agreement is held to be invalid or unenforceable, or
      excessively broad, the remaining covenants and restrictions or portions
      thereof shall remain in full force and effect to the fullest degree
      possible to achieve the purposes of this Agreement and to afford the
      Company the maximum protections allowed by law and, if with respect to any
      of the covenants contained in Section 4 above, the invalidity or
      unenforceability is due to the deemed unreasonableness of time or
      geographical restrictions, such covenants and restrictions shall be
      effective for such period of time and for such area as may be determined
      to be reasonable by a court of competent jurisdiction.  The parties
      agree that the Court shall construe any invalid or unenforceable
      provisions in the manner that most closely reflects the effect and intent
      of the original language.

                


        

        
          	
                   
      

                	
                  7.                                      Governing Law. 
      The rights and duties of the parties will be governed by the local law of
      the State of California, excluding any choice-of-law rules that would
      require the application of the laws of any other jurisdiction, and I
      consent to the jurisdiction of the state and federal courts located in the
      State of California to adjudicate any disputes between me and the
      Company.  I acknowledge that I cannot amend, terminate or otherwise
      modify this Agreement, except with the prior written consent of the
      Company.

                


        

        
          	
                   
      

                	
                  8.                                      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.

                


        

        [signature page
follows]

         

        


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        I
acknowledge that I have read all of this Agreement, that I understand each and
every provision of this Agreement, and that nothing I have been told by or on
behalf of the Company is in any way at variance or in conflict with the
provisions of this Agreement.

         

        EXECUTIVE

         

        
          	
                  /s/
      James Brill

                	 
      
	
                  Name:
      James Brill

                
	
                  Date:
      January 1, 2007

                


        

         

         

        ACCEPTED
FOR ON ASSIGNMENT, INC.

         

        
          	
                  /s/
      Peter Dameris

                	 
      
	
                  Name:
      Peter Dameris

                
	
                  Title:
      Chief Executive Officer

                


        

         

        


        
          


        

        



        
          
             


          

          
             


            
              

            

          

          
             


          

        


        


        


         

        ANNEX
A

        LIST OF
INVENTIONS MADE BY EXECUTIVE PRIOR TO PROVIDING SERVICES TO THE
COMPANY: