First Amendment to Dameris Senior Executive Agreement RECITALS

On Assignment, Inc. (the “Company”) and Peter Dameris (“Executive”) have entered into a Senior Executive Agreement dated November 4, 2010 (the “Employment Agreement”).  The Company and Executive desire to amend certain provisions of the Employment Agreement pursuant to this First Amendment to the Senior Executive Agreement (the “Amendment”), dated March 30, 2010.  For good and valuable consideration, receipt of which is hereby acknowledged by both the Company and Executive, the Company and Executive here by amend the Employment Agreement as follows:

1.	The following sentence is added to the end of Section 1(b)(i) of the Employment Agreement:

“Notwithstanding the foregoing, performance targets applicable to any Annual Bonus may be determined by reference to such other performance criteria and metrics as the Compensation Committee and Executive may mutually agree.”

2.	The last paragraph of Section 1(b)(iii)(C) of the Employment Agreement is deleted and replaced in its entirety by the following:

“Notwithstanding the foregoing, payment or settlement of Additional Grants, if applicable, may be accelerated as provided in Section 1(b)(iii)(E) and (F) below.  Subject to the foregoing requirements, Additional Grants shall be made under a Plan and shall be paid at the time of settlement, to the extent earned, in either (i) fully vested, freely transferable shares of Company common stock (subject to limitations on transfer imposed under applicable law) or (ii) if insufficient shares remain under the applicable Plan at the time of settlement to pay any earned portion of an Additional Grant in shares of Company common stock, then such portion of the Additional Grant shall instead be paid in cash.   During the first ninety days of the calendar y ear in which such Additional Grant is made (and, in any event, upon or prior to making the applicable grant), the Company and Executive shall determine by mutual agreement the performance criteria applicable to the vesting of Additional Grants (selected from performance criteria enumerated in a Plan) and the Compensation Committee shall, in consultation with Executive, establish in writing performance goals applicable to each Additional Grant based on such performance criteria and determined by reference to the thirteen-month performance period beginning on January 1 of the year of grant, provided, that with respect to the 2010 Additional Grant only, the relevant performance period shall instead commence on January 1, 2010 and shall continue through December 31, 2012.  Each Additional Grant shall vest, subject to Sections 1(b)(iii)(E) and (F) below, on February 1 of the year imm ediately following the year in which such Additional Grant is made, subject to Executive’s continued employment through such February 1, in each case, as to (i) no portion of the award if the applicable performance goals are attained at less than 90% of target, (ii) 80% of the award if the applicable performance goals are attained at 90% of target, (iii) 100% of the award if the applicable performance goals are attained at or above 110% of target, and (iv) a linear pro ration between 80% – 100% of the award if the applicable performance goals are attained between 90% – 110% of target  (for example, an Additional Grant shall vest as to 95% of the award upon attainment of 105% of the applicable target), 

provided, that subject to each of Sections 1(b)(iii)(E) and (F) below, the continued service requirement applicable to the 2010 Additional Grant shall be satisfied by Executive’s continued employment through February 1, 2011, but vesting of the award shall remain subject to the attainment of the applicable performance criteria during the applicable performance period (to the extent not previously attained).”

3.	Section 1(b)(iii) (F)(1)(c) of the Employment Agreement is deleted and replaced in its entirety by the following:

“(c)           Additional Grants.  Additional Grants that have vested but have not been settled or paid as of the date of a Qualifying Termination shall be settled or paid as soon as practicable after the February 1 immediately following the Date of Termination, but in no event later than the March 15 immediately following such Date of Termination.   Additional Grants other than the 2010 Additional Grant that have not vested as of the Date of Termination shall remain outstanding and eligible to vest upon the February 1 immediately following the Date of Termination (without the requirement of continued employment beyond such termination) and shall vest on a pro-rated basis upon and be paid as soon as practicable after such February 1 (but in no event later than the March 15 immediately following such Date of Termination), in a manner determined by multiplying amounts that would be earned under such Additional Grant based solely on attainment of the applicable performance objectives by a fraction, the numerator of which equals the number of days Executive was employed by the Company from January 1 of the applicable year of grant through the Date of Termination, and the denominator of which equals 396.  With respect to the 2010 Additional Grant, (i) if a Qualifying Termination occurs prior to February 1, 2011, the 2010 Award shall be treated in accordance with the immediately preceding sentence (with attainment of the performance objectives measured through February 1, 2011), and (ii) if a Qualifying Termination occurs on or after February 1, 2011 (but prior to February 1, 2013), the 2010 Additional Award shall be settled or paid based on actual performance through the Date of Termination, sub ject to Section 1(g) below, as soon as practicable after the February 1 immediately following the Date of Termination, but in no event later than the March 15 immediately following the Date of Termination.

 

4.	Section 1(b)(iii) (F)(2) of the Employment Agreement is deleted and replaced in its entirety by the following:

“(2)           Termination for Cause; Resignation Other Than for Good Reason.  If Executive’s employment is terminated by the Company for Cause or due to Executive’s resignation other than for Good Reason, (a) all LTIP Awards other than the 2010 Additional Grant that have not vested as of the Date of Termination shall terminate, (b) all LTIP Awards other than Additional Grants that have vested prior to the Date of Termination, but have not been settled or paid as of the Date of Termination (if applicable) shall, subject to Section 1(g) below, be settled or paid as soon as practicable after the Date of Termination, but in no event later than the March 15 immediately following such Date of Termination, (c) all LTIP Awards that are Additional Grants other than the 2010 Additional Grant and have vested prior to the Date of Termination, but have not been settled or paid as of the Date of Termination (if applicable), subject to Section 1(g) below, shall be settled or paid as soon as practicable after the February 1 immediately following the Date of Termination, but in no event later than the March 15 immediately following the Date of Termination and (d) with respect to the 2010 Additional Grant (i) if such termination occurs prior to February 1, 2011, the 2010 Additional Grant shall terminate, and (ii) if such termination occurs on or after February 1, 2011 (but prior to February 1, 2013), the 2010 Additional Award shall be settled or paid based on actual performance through the Date of Termination, subject to Section 1(g) below, as soon as practicable after the February 1 immediately following the Date of Termination, but in no event later than the March 15 immediately following the Date of Termination.

 

 

 

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The modifications to the Employment Agreement contained in this Amendment shall, except as expressly provided otherwise herein, take effect from and after the date of this Amendment.  Except as expressly provided herein, all terms and conditions of the Employment Agreement shall remain in full force and effect.

IN WITNESS WHEREOF, Executive and the Company have executed this Amendment as of the date first above written.

EXECUTIVE   /s/Peter Dameris Peter Dameris     On assignment, Inc.   By:  /s/Jeremy Jones Its:  Jeremy Jones, Chairman of the Board