0000890564-12-000020 Sample Contracts

INDEMNIFICATION AGREEMENT
Indemnification Agreement • March 14th, 2012 • On Assignment Inc • Services-help supply services • Delaware

This Indemnification Agreement (“Agreement”) is made as of November 1, 2011 by and between On Assignment, Inc., a Delaware corporation (the “Company”), and Christian Rutherford (“Indemnitee”).

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Third Amendment to Dameris Senior Executive Agreement RECITALS
Dameris Senior Executive Agreement • March 14th, 2012 • On Assignment Inc • Services-help supply services

On Assignment, Inc. (the “Company”) and Peter Dameris (“Executive”) have entered into a Senior Executive Agreement dated November 4, 2009 (as amended on March 30, 2010 and December 31, 2010) (the “Employment Agreement”). The Company and Executive desire to amend certain provisions of the Employment Agreement pursuant to this Third Amendment to the Senior Executive Agreement (the “Amendment”), dated March 8, 2011. For good and valuable consideration, receipt of which is hereby acknowledged by both the Company and Executive, the Company and Executive hereby amend the Employment Agreement as follows:

AMENDMENT NO. 1 TO SECURITY AGREEMENT AND CREDIT AGREEMENT
Security Agreement and Credit Agreement • March 14th, 2012 • On Assignment Inc • Services-help supply services

This Amendment No. 1 (this “Amendment No. 1”) is dated as of January 27, 2011, and amends (i) that certain Security Agreement, dated as of December 3, 2010 (the “Security Agreement”), by and among On Assignment, Inc. (the “Borrower”), the direct and indirect subsidiaries of the Borrower named therein, and Bank of America, N.A., as administrative agent (the “Administrative Agent”) for itself and the other Secured Parties (as defined therein), and (ii) that certain Credit Agreement, dated as of December 3, 2010 among the Borrower, the Administrative Agent and the Lenders named (and as defined) therein (the “Credit Agreement”). Capitalized terms used and not defined herein shall have the meanings ascribed to such terms in the Credit Agreement.

Fourth Amendment to Dameris Senior Executive Agreement RECITALS
Dameris Senior Executive Agreement • March 14th, 2012 • On Assignment Inc • Services-help supply services

On Assignment, Inc. (the “Company”) and Peter Dameris (“Executive”) have entered into a Senior Executive Agreement dated November 4, 2009 (as amended on March 30, 2009, December 31, 2010, and March 8, 2011) (the “Employment Agreement”). The Company and Executive desire to amend certain provisions of the Employment Agreement pursuant to this Fourth Amendment to the Senior Executive Agreement (the “Amendment”), dated March 25, 2011. For good and valuable consideration, receipt of which is hereby acknowledged by both the Company and Executive, the Company and Executive hereby amend the Employment Agreement as follows:

CONSENT, WAIVER AND AMENDMENT NO. 2 TO CREDIT AGREEMENT
Credit Agreement • March 14th, 2012 • On Assignment Inc • Services-help supply services • New York

This Consent, Waiver and Amendment No. 2 to Credit Agreement (this “Amendment No. 2”), dated as of February 17, 2011, is entered into by and among On Assignment, Inc. (the “Borrower”), Bank of America, N.A., as administrative agent (the “Administrative Agent”) for itself and the Lenders named in the Credit Agreement defined below (collectively, the “Lenders” and individually, a “Lender”). Capitalized terms used and not defined herein shall have the meanings ascribed to such terms in the Credit Agreement, dated as of December 2, 2010, by and among the Borrower, the Administrative Agent and the Lenders, as amended by that certain Amendment No. 1 to Security Agreement and Credit Agreement, dated as of January 27, 2011 (the “Credit Agreement”).

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