AMENDED AND RESTATED SENIOR EXECUTIVE AGREEMENT

AMENDED AND RESTATED SENIOR EXECUTIVE AGREEMENT

THIS AMENDED AND RESTATED AGREEMENT by and between ON ASSIGNMENT, INC., a Delaware corporation (the “Company” ) and EMMETT MCGRATH ( “Executive” ) is entered into on  December 11, 2008.

Recitals

 A.     The Company and Executive previously entered into an agreement, dated July 23, 2004, as renewed and amended on October 16, 2006 and as further amended on November 29, 2007, pursuant to which Executive is employed as the President of Lab Support and Allied Divisions of the Company (the “ Prior Agreement ”).

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.

Agreement

The parties hereto agree as follows:

1.             Employment .  The Company engaged Executive as of August 30, 2004 (the “ Start Date ”) to serve the Company, during the Service Term in the capacities, and subject to the terms and conditions, set forth in this Agreement.

(a)           Services .   During the Service Term, Executive, as President of the Company’s Lab Support Division and Allied Division, shall be responsible for the day-to-day operations of the Company’s Lab Support line of business and Allied healthcare line of business and all other duties and responsibilities as may be reasonably assigned to him from time to time by the Company’s Chief Executive Officer (the “ CEO ”).  Executive will report directly to the CEO.  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 hereunder, Executive may (A) serve as an officer, director or trustee of any charitable or non-profit entity; (B) own a passive investment in any private company that is not a competitor of the Company and own up to 2% of the outstanding voting securities of any public company; and/or (C) subject to the Company’s reasonable approval, serve as a director of a for-profit company, provided   that Executive reasonably believes that such service would be in the interests of the Company.  Executive’s place of employment shall be one of the Company’s offices in or around Santa Clara, California; provided, however , that Executive shall spend a minimum of five (5) days per month in the Company’s headquarters in Calabasas, California and shall travel to such other locations of the Company and its Affiliates as may be reasonably necessary in order to discharge his duties hereunder.  Executive shall not be required to re-locate his place of employment to the Company’s headquarters; however, in the event that the CEO and Executive mutually determine that it would be in the interests of the Company for Executive to re-locate his place of employment to the Company’s headquarters, Executive shall be entitled to reimbursement and/or compensation for certain costs and expenses incurred in connection with such relocation, as negotiated by Executive and the Company.

(b)            Salary, Bonus and Benefits .

(i)            Salary and Bonus .   During the Service Term, the Company will pay Executive a base salary (the “Annual Base Salary”) as the Board (or Compensation Committee thereof) may designate from time to time, at the rate of not less than $200,000 per annum; provided, however , that the Annual Base Salary for fiscal year 2008 shall be $310,000 and shall be subject to review annually (at the end of each fiscal year of the Company) by the Board (or Compensation Committee thereof) for upward increases thereto.  Commencing with fiscal year 2009, Executive shall be eligible to receive an annual bonus in an amount of up to 100% of Executive’s Annual Base Salary for such fiscal year, as determined by the Compensation Committee of the Board based upon the following:  at the beginning of each fiscal year of the Company that commences during the Service Term, the CEO and Executive shall cooperate with each other in good faith to determine plan targets (the “Financial Targets”), which shall be a combination of targets for revenue, gross profit and operating margin of the Company’s Lab Support Division and Allied Division operations.  The Financial Targets shall be subject to approval by the Compensation Committee of the Board.  Executive shall be entitled to a bonus of up to 50% of the Annual Base Salary if the Financial Targets, as approved by the Compensation Committee, are met.  Executive shall be eligible for an additional bonus of up to 50% of the Annual Base Salary (thereby making the total bonus opportunity 100% of the Annual Base Salary), upon over-achievement of Financial Targets and/or accomplishment of key operating objectives determined by the CEO, each as approved by the Compensation Committee.

With respect to fiscal year 2008 only, Executive shall be eligible to earn an annual bonus of up to $278,250 for performance relating to the Lab Support Division, as determined by the Compensation Committee of the Board based upon the following:  at the beginning of fiscal year 2008, the CEO and Executive shall cooperate with each other in good faith to determine plan targets (the “Financial Targets”), which shall be a combination of targets for revenue, gross profit and operating margin of the Company’s Lab Support Division operations.  The Financial Targets shall be subject to approval by the Compensation Committee of the Board.  Executive shall be entitled to a bonus of up to 50% of $278,250 (i.e. $139,125) if the Financial Targets, as approved by the Compensation Committee, are met.  Executive shall be eligible for an additional bonus of up to 50% of $278,250 (thereby making the total bonus opportunity 100% of $278,250), upon over-achievement of the Lab Support Division Financial Targets and/or accomplishment of key operating objectives determined by the CEO, each as approved by the Compensation Committee.  With respect to fiscal year 2008 only, Executive shall be entitled to a guaranteed bonus of $15,000 and shall be eligible to earn an additional annual bonus of up to $35,000 for performance relating to the Allied Division, as determined by the Compensation Committee of the Board based upon the following:  at the beginning of fiscal year 2008, the CEO and Executive shall cooperate with each other in good faith to determine plan targets (the “Financial Targets”), which shall be a combination of targets for revenue, gross profit and operating margin of the Company’s Allied Division operations.  The Financial Targets shall be subject to approval by the Compensation Committee of the Board.  Executive shall be entitled to a bonus of up to 50% of $35,000 (i.e. $17,500) if the Financial Targets, as approved by the Compensation Committee, are met.  Executive shall be eligible for an additional bonus of up to 50% of $35,000 (thereby making the total bonus opportunity 100% of $35,000), upon over-achievement of the Allied Division Financial Targets and/or accomplishment of key operating objectives determined by the CEO, each as approved by the Compensation Committee.

(ii)           Benefits .   Executive shall be entitled to the benefits set forth in this Section 1(b)(ii) during the Service Term, but only during the Service Term unless explicitly provided to the contrary.  Executive shall be entitled to participate in and shall receive all benefits under pension benefit plans provided by the Company (including without limitation participation in any Company incentive, savings and retirement plans, practices, policies and programs) to the extent applicable generally to other peer executives of the Company.  In addition, the Executive and/or the Executive’s family shall be entitled to participate and shall receive all benefits under welfare plans provided by the Company (including without limitation medical prescriptions, dental, disability, employee life, group life, accidental life and travel accident insurance plans) to the extent and on the same basis applicable generally to other peer executives of the Company.  In the event that Executive is not eligible to participate in any of the Company’s welfare benefit plans as of the Start Date, the Company shall reimburse

Executive for any payments Executive is required to make to his former employer to continue his participation in each of such employer’s welfare benefit plans, until such time as Executive is eligible to participate in the analogous welfare benefit plan of the Company;   provided ,   however , that Executive shall be entitled to such reimbursement only (a) so long as his eligibility for the Company’s welfare benefit plans relates to his time of service with the Company, and (b) upon presentation of reasonably acceptable documentation and evidence of payment; and   provided further   that “analogous” shall relate to the subject matter covered by such plan ( e.g. , medical or dental) and shall not be construed to require the provision to Executive of identical or substantially equivalent benefits to those provided by the former employer’s plans.  Executive shall be reimbursed for customary travel and other expenses, subject to standard and reasonable documentation requirements.  Such travel reimbursement shall apply to Executive’s travel to and from the Company’s headquarters in Calabasas, California, for so long as Executive’s primary place of business is outside of Calabasas, California.  In addition, Executive will receive a car allowance of $450 per month, which allowance may be used in Executive’s discretion toward lease or financing payments, maintenance and/or other car-related expenses.  Executive shall also be eligible to receive four weeks paid vacation per annum.

(A)          On the Start Date, Executive received a non-qualified stock option grant for the purchase of 75,000 shares of the common stock of the Company (the “Common Stock” ).  Such option (i) had an exercise price of the fair market value of the Common Stock on the date of grant, as determined in accordance with the Company’s Restated 1987 Stock Option Plan (the “ Stock Plan ”); (ii) vested over a four-year period with 25% vesting on the first anniversary of the date of grant and monthly thereafter at the rate of 1/36 ^th   of the remainder of the grant (subject to accelerated vesting upon a change of control or permanent disability to the extent permitted by the Stock Plan); and (iii) expires not later than the tenth anniversary of the date of grant.

(1)           On January 2, 2008, (the “Grant Date”) Executive received a non-qualified stock option grant for the purchase of 15,000 shares of the common stock of the Company (the “Common Stock”).  Such option  (i) had an exercise price of the fair market value of the Common Stock on the Grant Date, (as determined in accordance with the Company’s Stock Plan; (ii) vests in equal, consecutive, monthly installments over a four-year period, commencing one month following the Grant Date (subject to accelerated vesting upon a change of control or permanent disability to the extent permitted by the Stock Plan); and (iii) expires not later than the tenth anniversary of the Grant Date.

(2)           On January 2, 2008, (the “Grant Date”) Executive  received a grant of Restricted Stock Units (“RSUs”), each representing the right to receive one share of Company common stock upon vesting.   The dollar value of the RSU grant was $50,000 (the “RSU Dollar Value”).  The number of RSUs comprising Executive’s award was determined by dividing the RSU Dollar Value by the fair market value (as that term is defined in the Stock Plan) of a share of the Company’s common stock on the Grant Date.   The award (i) vests in three equal, consecutive, annual installments, commencing one year following the Grant Date (subject to accelerated vesting upon a change of control or permanent disability to the extent permitted by the Stock Plan).  Shares of Company common stock shall be delivered in respect of RSUs vesting in accordance with this Section 1(b)(iii)(A)(2) on or as soon as practicable after the vesting date of such RSUs, but in no event more than fifteen days after such vesting date(s), with the exact payment dates to be determined by the Company in its sole discretion.

(B)           The other terms and conditions of the foregoing option shall be set in accordance with the Stock Plan and shall be consistent with the terms contained in stock option agreements provided to other peer executives of the Company.

(iv)          Change of Control; Sale of Division .   Executive shall be entitled to participate in the Company’s existing Change of Control Severance Plan as well as any successor plan thereto. In the event the Company sells the U.S. Lab Support Division to a third party, Executive shall be entitled to a lump-sum payment equal tothe then applicable Annual Base Salary, which payment shall (A) be

made within 30 days following the closing of the sale of the Division, and (B) be in lieu of any other severance or similar payment to which Executive may be entitled as a result of such sale or Executive’s termination of employment with the Company in connection therewith, unless such other payment is (or payments in the aggregate are) greater than the then applicable Annual Base Salary, or unless Executive otherwise elects in his sole discretion to receive such other payment(s), in either of which cases Executive shall be entitled to such other payment(s) but not the lump-sum payment provided by this   Section 1(b)(iv) .

(i)            Events of Termination .   Executive’s employment with the Company shall cease upon:

    (C)           Executive’s “ Disability ” means Executive has become disabled within the meaning of Section 409A.

    (D)          Termination by the Company by the delivery to Executive of a written notice from the Board or the CEO that Executive has been terminated ( “Notice of Termination” ) with or without Cause.    “Cause” shall mean:

(1)           Executive’s (aa) conviction of a felony; (bb) Executive’s commission of any other material act or omission involving dishonesty or fraud with respect to the Company or any of its Affiliates or any of the customers, vendors or suppliers of the Company or its Subsidiaries; (cc) Executive’s misappropriation of material funds or assets of the Company for personal use; or (dd) Executive’s engagement in unlawful harassment or other discrimination with respect to the employees of the Company or its Subsidiaries;

    (2)           Executive’s continued substantial and repeated neglect of his duties, after written notice thereof from the Board or the CEO  and such neglect has not been cured within 30 days after Executive receives notice thereof;

    (3)           Executive’s gross negligence or willful misconduct in the performance of his duties hereunder that is materially and demonstrably injurious to the Company; or

    (4)           Executive’s engaging in conduct constituting a breach of Sections 2   or   3   hereof that is not cured in full within 15 days, and is materially and demonstrably injurious to the Company, after notice of default thereof, from the Company, as determined by a court of law.

The delivery by the Company of notice to Executive that it does not intend to renew this Agreement as provided in   Section 1(f)   shall constitute a termination by the Company without Cause if, at the time of such notice, Executive is willing and able to renew the Agreement and continue providing services on terms and conditions substantially similar to those contained in this Agreement, provided , that in no event shall notice which  fulfills the requirements of   Section 1(c)(i)(D)(1) , (2) , (3) or (4)   above constitute a termination by the Company without Cause.

    (E)           Executive’s voluntary resignation for whatever reason by the delivery to the Company and the Board of at least 14 days’ prior written notice from Executive (or 90 days in the case of notice to the Company that Executive does not intend to renew this Agreement as provided in Section 1(f) ).

(A)          In the event that termination is by the Company without Cause (including by operation of the last paragraph of  Section 1(c)(i)(D) above), the Company will pay Executive (i) an amount equal to 100% of the Annual Base Salary, payable over  a period of twelve (12) months commencing on the Date of Termination (the   “Severance Period” ), in substantially equal installments,  on regular salary payment dates (but no less often than monthly), provided , that payment of the amounts described in this Section 1(c)(iii)(A) shall not commence until the Company’s first payroll date occurring on or after the 30 ^th day following the Date of Termination (the “ First Payroll Date ”) and any amounts that would otherwise have been paid prior to the First Payroll Date shall instead be paid on the First Payroll Date, and (ii) a cash amount equal to the aggregate premiums that the Company would have paid for basic life insurance, accidental death and dismemberment insurance and long- and short-term disability insurance, each as in effect on the Date of Termination, had Executive remained employed by the Company during the Severance Period (together, “ Insurance Benefits ”).  In addition, during the Severance Period, subject to Executive’s proper election to continue healthcare coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“ COBRA ”), the Company will pay Executive’s COBRA premiums in respect of COBRA benefits to be provided through third-party insurance maintained by the Company under the Company’s benefit plans in a manner that causes such COBRA benefits to be exempt from the application of Section 409A under Treasury Regulation Section 1.409A-1(a)(5), provided , that if during the period of continuation coverage, any plan pursuant to which such benefits are to be provided ceases to be exempt from the application of Section 409A under Treasury Regulation Section 1.409A-1(a)(5), then an amount equal to each such remaining premium shall thereafter be paid to Executive as currently taxable compensation in substantially equal monthly installments over the remainder of the continuation coverage period.  The payments of Annual Base Salary, COBRA benefits and amounts in lieu of Insurance Benefits in accordance with this  Section 1(c)(iii)(A)   are collectively referred to as   “Severance Payments” . In addition, the Company will pay to Executive in a lump sum any accrued but unused vacation time. This Section 1(c)(iii)(A) shall not apply unless the Company and Executive have executed a general release in a form acceptable to the Company. Each payment under Section 1(c)(iii)(A) above shall be treated as a separate payment for the purposes of Section 409A.

(B)           If the Company terminates Executive’s employment for Cause, or if Executive resigns for whatever reason (including by the Executive’s non-renewal of the Service Term under Section 1(f)   below), the Company’s obligations to pay any compensation or benefits under this Agreement (other than accrued but unused vacation time which shall be paid to Executive in a lump sum payment) and all vesting under all stock options held by Executive will cease effective as of the Date of Termination.  In such event, Executive’s rights under stock options vested prior to the Date of Termination shall not be affected, except to the extent that Executive’s termination of employment accelerates the termination of such stock options.  Executive’s right to receive any other health or other benefits, if any, will be determined under the provisions of applicable plans, programs or other coverages.

(C)           If Executive’s employment terminates because of Executive’s death or Disability, then Executive or his estate shall be entitled to any disability income or life insurance payments from any insurance policies (other than any  “key man” life insurance policy) maintained by the Comp