AMENDED AND RESTATED SENIOR EXECUTIVE AGREEMENT
THIS AMENDED AND RESTATED AGREEMENT by and between ON ASSIGNMENT,
INC., a Delaware corporation (the “Company” ) and PETER T. DAMERIS ( “Executive” ) is entered into on
December 11, 2008.
A. The Company and Executive previously entered into an agreement, dated October 27,
2003, pursuant to which Executive is employed as the Chief Executive Officer and President of the Company, as
amended on December 14, 2006 (the “ Prior Agreemen t ”).
B. The Company and Executive wish to amend and restate the Prior Agreement to
implement changes required under Internal Revenue Code (“ Code ”) Section 409A (together with the
regulations and official interpretations thereof, “ Section 409A ”)
C. Certain definitions are set forth in Section 4 of this Agreement.
The parties hereto agree as follows:
1. Employment . The Company hereby engages Executive to serve as the Chief
Executive Officer and President of the Company, and Executive agrees to serve the Company, during the Service
Term (as defined in Section 1(f) hereof) in the capacities, and subject to the terms and conditions, set forth in this
(a) Services . During the Service Term, Executive, as Chief Executive
Officer and President of the Company, shall have all the duties and responsibilities customarily rendered by Chief
Executive Officers and Presidents of companies of similar size and nature and as may be reasonably assigned
from time to time by the Board (as defined below). Executive will report directly to the Board. Executive will
devote his best efforts and substantially all of his business time and attention (except for vacation periods and
periods of illness or other incapacity) to the business of the Company and its Affiliates. Notwithstanding the
foregoing, and provided that such activities do not interfere with the fulfillment of Executive’s obligations