AMENDED AND RESTATED EMPLOYMENT AGREEMENT
THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “ Agreement ”) is entered
into as of December 11, 2008, (the “Effective Date”) by and between Vista Staffing Solutions, Inc. (together with
its affiliates, the “ Company ”), On Assignment, Inc. (“ OA ”) and Mark S. Brouse (“ Executive ”). The
Company, OA and Executive are later in this Agreement sometimes referred to individually as a “ Party ” or
collectively as the “ Parties .”
A. The Company, OA and Executive previously entered into an agreement , dated December 20,
2006, pursuant to which Executive i s employed as the President of the Company, and an Amendment 1 to
Employment Agreement dated July 2, 2008 (the “Prior Agreement ”) .
B. The Company, OA and Executive wish to amend and restate the Prior Agreement to implement
changes required under Internal Revenue Code Section 409A (together with the regulations and official
interpretations thereof, “Section 409A”) .
1. Employment Term . Subject to the provisions for earlier termination hereinafter
provided, Executive’s employment shall continue for a term commencing on the Effective Date and ending on
December 31, 2010 (the “ Initial Termination Date ”); provided , that this Agreement shall be automatically
extended for one additional year on the Initial Termination Date and on each subsequent anniversary of the Initial
Termination Date unless either Executive or the Company elects not to so extend such term by notifying the other
Party, in accordance with Section 7 below, of such election not less than sixty days prior to the Initial Termination
Date, or any anniversary thereof, as applicable (in any case, the “ Employment Period ”).
2. Position and Duties .
(a) Position . During the Employment Period, Executive shall serve as the President of the
Company and shall perform such employment duties and shall have such rights, privileges and au