Preview | Executive Change of Control Agreement |

This Executive Change of Control Agreement (this Agreement), is made as of the 31st day of December, 2004, by and between On Assignment, Inc., a Delaware corporation (the Company), and Peter T. Dameris (the Executive).

A. The Executive currently serves as the President and Chief Executive Officer of the Company. The Company and the Executive are parties to that certain Senior Executive Agreement dated as of October , 2003 (as amended from time to time, the Employment Agreement).

B. Pursuant to the terms of the Employment Agreement and the terms of the Companys Change in Control Severance Plan (the ASGN Severance Plan), the Executive was entitled to receive certain severance benefits in the event of a change in control of the Company.

C. The Board of Directors of the Company (the Board), has determined that it is in the best interests of the Company and its stockholders to assure that the Company will have the continued dedication of the Executive, notwithstanding the possibility, threat or occurrence of a Change of Control (as defined herein). The Board believes it is imperative to diminish the inevitable distraction of the Executive by virtue of the personal uncertainties and risks created by a pending or threatened Change of Control and to encourage the Executives full attention and dedication to the current Company in the event of any threatened or pending Change of Control, and to provide the Executive with compensation and benefits arrangements upon a Change of Control that ensure that the compensation and benefits expectations of the Executive will be satisfied and that are competitive with those of other corporations. Therefore, in order to accomplish these objectives, the Board has caused the Company to modify the ASGN Severance Plan to eliminate its coverage of the Executive and to enter into this Agreement.

In consideration of the foregoing and the mutual covenants and promises contained herein, the parties agree as follows:

1. Certain Definitions. Capitalized terms (such as Cause) not otherwise defined herein shall have the meanings set forth in the Employment Agreement. In addition to the terms defined elsewhere herein, the following terms shall have the respective meanings set forth below:

(a) Accrued Compensation means an amount including all amounts earned or accrued through the termination date but not paid as of the termination date including (i) Base Salary, (ii) reimbursement for reasonable and necessary expenses incurred by you on behalf of the Company during the period ending on the termination date, (iii) vacation and sick leave pay (to the extent provided by Company policy or applicable law), and (iv) incentive compensation (if any) earned in respect of any period ended prior to the termination date. It is expressly understood that incentive compensation shall have been earned as of the time that

the conditions to such incentive compensation have been met, even if not calculated or payable at such time.

(b) Affiliated Company means any company controlled by, controlling or under common control with the Company.

(c) Base Salary means the Executives Annual Base Salary (as defined in Section 1(b)(i) of the Employment Agreement) at the rate in effect during the last regularly scheduled payroll period immediately preceding the occurrence of the Change in Control and does not include, for example, bonuses, overtime compensation, incentive pay, fringe benefits, sales commissions or expense allowances.

(d) Cause has the meaning given to it in the Employment Agreement.

(e) Change of Control shall be deemed to occur upon the consummation of any of the following transactions:

(i) a merger or consolidation in which the Company is not the surviving entity, except for a transaction the principal purpose of which is to change the state of the Companys incorporation or a transaction in which 50% or more of the surviving entitys outstanding voting stock following the transaction is held by holders who held 50% or more of the Companys outstanding voting stock prior to such transaction; or

(ii) the sale, transfer or other disposition of all or substantially all of the assets of the Company; or

(iii) any reverse merger in which the Company is the surviving entity, but in which 50% or more of the Companys outstanding voting stock is transferred to holders different from those who held the stock immediately prior to such merger; or

(iv) the acquisition by any person (or entity) directly or indirectly of 50% or more of the combined voting power of the outstanding shares of Company capital stock; or

(v) during any period of two (2) consecutive years (not including any period prior to the date of this Agreement), individuals who at the beginning of such period constitute the Board (and any new director, whose election by the Companys stockholders was approved by a vote of at least two-thirds (2/3) of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was so approved), cease for any reason to constitute a majority thereof; provided, however, that any individual becoming a director subsequent to the date hereof whose election, or nomination for election by the Companys stockholders, was approved by a vote of at least a majority of the directors then comprising the Board on the date hereof (the Incumbent Board) shall be considered as though such individual were a member of the Incumbent Board, but excluding, for purposes of this proviso, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board.

End of Preview

Home Intelligence Services Subscriptions News About Us