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 ”).
A. The Company, OA and Executive previously entered into an agreement , dated January 3, 2007,
pursuant to which Executive i s 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”) .
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