Item 1.01 Entry into a Material Definitive Agreement.

Effective April 10, 2012, Barrett Business Services, Inc. (the "Company") entered into indemnification agreements (each an "Indemnification Agreement"), in the form attached hereto as Exhibit 10.1, with each of its outside directors, namely Thomas J. Carley, James B. Hicks, Roger L. Johnson, Jon L. Justesen and Anthony Meeker. The Indemnification Agreements replace the indemnification agreements entered into between the Company and its outside directors beginning in 1993.

Under the Indemnification Agreements, the Company agrees, to the fullest extent permitted by the laws of the State of Maryland, and in accordance with the terms, conditions and limitations set forth in the Indemnification Agreements, to indemnify each of its outside directors against all judgments, penalties, fines and amounts paid in settlement and all expenses actually and reasonably incurred, in connection with various legal proceedings including, without limitation, a lawsuit, arbitration, administrative hearing or investigation, whether by or in the right of the Company or otherwise. This right to indemnification will extend to actions taken by the director in other capacities in which he is serving at the request of the Company, such as a director or officer of a subsidiary or a fiduciary or trustee of an employee benefit plan.

Indemnification is not available if the act or omission by the director was material to the matter in question and the director acted in bad faith, with active and deliberate dishonesty, or in a manner that he had reasonable cause to believe was unlawful, or actually received an improper personal benefit. Indemnification is also generally not available if the proceeding is by or on behalf of the Company and the director is found to be liable to the Company or if the proceeding is brought by the director against the Company.

The Indemnification Agreements include a presumption that the director is entitled to indemnification, imposing on the Company the burden of overcoming that presumption. The Indemnification Agreements also put in place specific processes and procedures for indemnification claims and advancement of expenses and costs.

The foregoing description is a summary of the material terms of the Indemnification Agreements and is qualified in its entirety by reference to the form of indemnification agreement filed as Exhibit 10.1 to this Form 8-K and incorporated herein by reference.