Preview | Executive Agreement |

THIS EXECUTIVE AGREEMENT (this Agreement) is made as of December 31, 2004, between On Assignment, Inc., a Delaware corporation (the Company), and Ronald W. Rudolph ( Mr. Rudolph).

A. Mr. Rudolph currently serves as the Executive Vice President, Finance and Chief Financial Officer of the Company.

C. The Company desires to retain Mr. Rudolphs services for a transition period and to provide certain retirement benefits to Mr. Rudolph in accordance with the terms of this Agreement.

D. Concurrently with the execution and delivery of this Agreement, Mr. Rudolph and the Company are entering into a separate, one-year consulting agreement (the Consulting Agreement) pursuant to which Mr. Rudolph shall provide the Company with the consulting services specified therein.

NOW, THEREFORE, the parties intending to be legally bound hereby agree as follows:

1.1 Retirement. Concurrently with the execution and delivery of this Agreement, Mr. Rudolph is delivering to the Board of Directors of the Company (the Board) notice of his intent to retire from the Company and resign as Executive Vice President, Finance and Chief Financial Officer, as well as from all positions he holds as an officer and employee of the Company and as an officer and director of the Companys subsidiaries as of the close of business on January 31, 2005 (the Retirement Date). From the date hereof and through the Retirement Date, Mr. Rudolph shall continue to receive all compensation, benefits, and other associated employee rights and privileges to the same extent as in effect as of the date hereof.

1.2 Voluntary Termination. Mr. Rudolph represents that he has carefully read and fully understands all of the provisions of this Agreement, that he is competent to execute and deliver this Agreement and that he is knowingly and voluntarily terminating his employment and entering into this Agreement of his own free will and accord, without reliance upon any statement or representation of

the Company or any affiliate, representative or agent thereof, other than statements and representations expressly set forth in this Agreement.

ARTICLE 2
PAYMENTS AND BENEFITS

2.1 Retirement Payments. Upon execution of this Agreement by Mr. Rudolph, the Company shall pay Mr. Rudolph the sum of $25,000 (the Lump Sum Payment) and make additional payments (the Continuation Payments) to him from the Retirement Date through January 31, 2006 (such date, the Ending Date and such time period, the Payment Period). The Company shall make Continuation Payments to Mr. Rudolph equal in the aggregate to $245,400.00, payable on a monthly or bi-weekly basis, consistent with the Companys practice during the Payment Period with respect to the timing of salary payments to its employees. The Lump Sum Payment shall be made concurrently with the first Continuation Payment. Such payments are not conditional on Mr. Rudolphs performance of the Consulting Agreement or Mr. Rudolphs employment through the Retirement Date. In the event of Mr. Rudolphs death during the Payment Period, all Continuation Payments then remaining unpaid, whether due or to become due, shall be paid in a lump sum to his estate within sixty (60) days following receipt by the Company of notification of Mr. Rudolphs death from Mr. Rudolphs executor or trustee of his estate.

2.2 Benefits Continuation. During the Payment Period, the Company shall provide benefits and pay the premiums with respect to the insurance coverage set forth on Schedule I for Mr. Rudolph and, as applicable, his family in the case of insurance premiums, on the same terms and subject to the same conditions applicable immediately prior to the Retirement Date, including without limitation employee contributions and co-payments.

2.3 Reconciliation of Expenses. Within thirty (30) days following the Retirement Date, Mr. Rudolph shall deliver to the Company a final expense report, accompanied by supporting documentation consistent with the Companys current policies and practices. Within twenty (20) days following receipt of such expense report, the Company shall pay to Mr. Rudolph any amount owing to him that is in excess of the advances against expenses made by the Company to Mr. Rudolph prior to the Retirement Date. In the event that such advances against expenses exceed the amount set forth on the expense report for which Mr. Rudolph is entitled to reimbursement, the Company shall advise Mr. Rudolph of the amount of such excess (the Expense Overage), and Mr. Rudolph shall pay the amount of the Expense Overage to the Company within ten (10) days thereafter. In the event that Mr. Rudolph does not pay such amount within such 10-day period, the Company shall be entitled to deduct the amount of the Expense Overage from any Continuation Payment owed to Mr. Rudolph thereafter, to the extent permitted by law.

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