Item 5.02 Departure of Directors or Certain Officers;
Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e) Material Compensatory Plan.

On December 30, 2008, the Compensation Committee of the Board of Directors (the "Board") of On Assignment, Inc. (the "Company") unanimously approved an amended and restated employment agreement (the "Amended Agreement") with Michael McGowan, President of the Company's wholly-owned subsidiary, Oxford Global Resources. The amendments were made primarily to bring the Amended Agreement into compliance with Section 409A, or an exemption therefrom, of the Internal Revenue Code of 1986, as amended, and the regulations and other guidance promulgated thereunder.

The foregoing descriptions of the Amended Agreement is qualified in its entirety by reference to the full text of such Amended Agreement, which will be filed with the Company's Annual Report on Form 10-K for the fiscal year ending December 31, 2008.