Exhibit 10.19


 


CONSULTING AGREEMENT


 


THIS
CONSULTING 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”).


 


Recitals


 


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


 


B.                                     Mr.
Rudolph has notified the Company of his intent to retire from the Company as of
the close of business on January 31, 2005.


 


C.                                     The
Company desires to retain Mr. Rudolph’s services for a transition period in
accordance with the terms of this Agreement.


 


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


 


1.                                      Consulting.  As of
February 1, 2005 (the “Engagement Date”),
the Company shall engage Mr. Rudolph to serve as an advisor and consultant
to the Company, and Mr. Rudolph shall accept such engagement, on the terms
and conditions of this Agreement.


 


2.                                      Term of Engagement.  The
term of Mr. Rudolph’s engagement hereunder (the “Term”)
shall commence on the Engagement Date and shall continue thereafter until the
first anniversary of the Engagement Date; provided, that
the Term shall be renewable in additional one-year increments upon mutual
agreement of the parties. 
Notwithstanding the foregoing, Mr. Rudolph’s engagement hereunder
may be terminated prior to its expiration in accordance with the foregoing
sentence (a) upon mutual agreement of the parties, (b) by either
party, in the event of the material breach of any of the provisions of this
Agreement by the other party; provided that
the non-breaching party has given the breaching party written notice of such
material breach and the breaching party has not cured, or cannot cure, such
material breach within ten (10) business days after receipt of such notice, or
(c) by the Company, in the event Mr. Rudolph becomes employed by a
third party on a full-time (40 hours per week or greater) basis.


 





















 


3.                                      Duties.


 


(a)                                  Mr. Rudolph shall, during the Term, be
available to the Company to provide advisory and consulting services relating
to investor relations, capital markets, strategic initiatives, accounting
issues and related matters as reasonably requested by the Company
(collectively, the “Services”).  Mr. Rudolph shall perform the Services consistent
with the highest professional standards in the industry.


 


(b)                                  The parties anticipate that Mr. Rudolph will
devote between 10 and 20 hours per week in the performance of the Services; provided, however, that such time may be greater or less
than currently anticipated and may vary from week-to-week, depending upon the
nature of the Services being performed. 
Nothing in this Agreement shall be construed as limiting the ability of
Mr. Rudolph to procure other employment or consulting engagements, so long as
such employment or engagements (i) are not with or by a Restricted
Business (as defined in Section 8(d) below), (ii) do not
violate any of the other covenants set forth in Section 8, and
(iii) do not interfere with his ability to devote sufficient time and
attention to his performance of the Services.


 


(c)                                  Mr. Rudolph shall report directly to
Peter Dameris, President and Chief Executive Officer of the Company, and such
other persons as Mr. Dameris may designate from time to time.


 


(d)                                  Mr. Rudolph shall perform the Services
as necessary from the Company’s corporate offices on such schedule as the
Company deems reasonably necessary, with travel as necessary depending on the
requirements of the Company and the Services. 
The Company shall provide Mr. Rudolph with access to office space
and reasonable office support necessary to perform the Services.  Mr. Rudolph shall devote a reasonable
amount of time to perform the Services to the best of his abilities and consistent
with the terms of this Agreement.  Within
the scope of his duties, Mr. Rudolph shall cooperate with the Company in
the advancement of the best interests of the Company and its Affiliates.  For purposes of this Agreement, the term “Affiliate”
means, with respect to any entity or person, any other person or entity that,
directly or indirectly, controls, is controlled by, or is under common control
with, such entity or person, where the term “control”
means the possession, directly or indirectly, of the power to direct or cause
the direction of the management and policies of an entity, whether through the
ownership of voting securities, by contract, or otherwise.


 


4.                                      Compensation.  In
consideration for provision of the Services hereunder, during the Term, the
Company shall pay Mr. Rudolph an annual sum of $100,000.00 in monthly installments
of $8,333.33, payable in advance on the first business day of each month during
the Term.


 





















 


5.                                      Expenses.  The
Company will reimburse Mr. Rudolph for all reasonable out-of-pocket business
expenses incurred by Mr. Rudolph in the performance of the Services
hereunder, consistent with the Company’s standard expense reimbursement
policies applicable to its executives; provided, that
any business expenses in excess of $250.00 shall
require the prior written approval of the Company.  Mr. Rudolph shall submit to the Company,
on a monthly basis, an expense report providing an accounting and
substantiation for any reimbursable travel expenses. The Company will reimburse
Mr. Rudolph for such expenses within fifteen (15) business days after its
receipt of each expense report, unless the Company contests the expense report
in good faith.  The Company will provide
Mr. Rudolph with assistance in making any travel plans on behalf of the
Company.


 


6.                                      Confidentiality; Work Product.


 


(a)                                  Obligation to Maintain Confidentiality. 
Mr. Rudolph acknowledges that any Confidential Information (as
defined in Section 6(e)) disclosed or made available to him or
obtained, observed or known by him as a direct or indirect consequence of the
provision of the Services pursuant to this Agreement are the property of the
Company and its Affiliates.  Therefore,
Mr. Rudolph agrees that he will not at any time (whether during or after
the term of this Agreement) disclose or permit to be disclosed to any person or
entity or, directly or indirectly, utilize for his own account or permit to be
utilized by any person or entity any Confidential Information for any reason
whatsoever without the Company’s express prior written consent.  Mr. Rudolph agrees to deliver to the
Company at the termination of this Agreement, or at any other time the Company
may request (whether during or after the term of this Agreement), all
Confidential Information that he may then possess or have under his control.  Mr. Rudolph further agrees that any
property situated on the Company’s premises and owned by the Company or any of
its Affiliates, including disks and other storage media, filing cabinets or
other work areas, shall be subject to inspection by the Company and their
personnel at any time, with or without notice.


 


(b)                                  Third Party Information.  Mr. Rudolph understands that the
Company will receive from third parties confidential or proprietary information
(“Third Party Information”)
subject to a duty of the Company to maintain the confidentiality of such
information and to use it only for certain limited purposes.  During the term of this Agreement and
thereafter, and without in any way limiting the provisions of this Section 6,
Mr. Rudolph shall hold all Third Party Information in the strictest
confidence and shall not disclose to anyone (other than personnel of the
Company who need to know such information in connection with their work for the
Company) or use, except in connection with his work for the Company, Third
Party Information unless expressly authorized by the Company in writing.


 


(c)                                  No Restriction on Executive’s Use of Prior Knowledge.  Nothing in
this Section 6 or in the definitions of Confidential Information or
Third 


 


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Party
Information shall be construed to prevent Mr. Rudolph from using or
disclosing any information known to him prior to the date of this Agreement
(other than information subject to another confidentiality or similar agreement
between Mr. Rudolph and the Company), or his general knowledge and
experience in future employment or business ventures, or information known or
which becomes generally known to and available for use by the public other than
as a direct or indirect result of Mr. Rudolph’s acts or omissions to act.


 


(d)                                  Compelled Disclosure.  If Mr. Rudolph is required by law or
governmental regulation or by subpoena or other valid legal process to disclose
any Confidential Information or Third Party Information to any person, Mr.
Rudolph will immediately provide the Company with written notice of the
applicable law, regulation or process so that the Company may seek a protective
order or other appropriate remedy. 
Mr. Rudolph will cooperate fully with the Company and the Company’s
representatives in any attempt by the Company to obtain any such protective
order or other remedy.  If the Company
elects not to seek, or is unsuccessful in obtaining, any such protective order
or other remedy in connection with any requirement that Mr. Rudolph disclose
Confidential Information or Third Party Information, and if Mr. Rudolph
furnishes the Company with a written opinion of reputable legal counsel
acceptable to the Company confirming that the disclosure of such Confidential
Information or Third Party Information is legally required, then Mr. Rudolph
may disclose such Confidential Information or Third Party Information to the
extent legally required; provided, however,
that Mr. Rudolph will use all reasonable efforts to ensure that such
disclosed information is treated confidentially by each person to whom it is
disclosed.


 


(e)                                  “Confidential Information”
means any and all data and information concerning the business affairs of the
Company, other than information released to or otherwise generally known by the
public or within the staffing industry. 
Without limiting the generality of the foregoing, “Confidential
Information” shall expressly include information relating to any of the Company’s
(a) past, present or prospective business opportunities, including information
concerning acquisition or merger opportunities, (b) current or prospective
clients, including current or prospective client lists, (c) manners of
operation, business plans and processes, or marketing and recruitment efforts,
(d) financial results and projections, (e) personnel records, or (f) trade
secrets, without regard to whether any of the foregoing matters are deemed
confidential, material or important.  “Confidential
Information” does not, however, include any information that Mr. Rudolph has
obtained from a person other than an employee or director of the Company, which
was disclosed to him without a breach of a duty of confidentiality.


 


7.                                      Consultant’s Representations.  Mr.
Rudolph hereby represents and warrants to the Company that (a) the
execution, delivery and performance by him of this Agreement do not and shall
not conflict with, breach, violate or cause a 


 


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default
under any contract, agreement, instrument, order, judgment or decree to which
he is a party or by which he is otherwise bound, (b) he is not a party to
or bound by any employment agreement, non-compete agreement or confidentiality
agreement with any other person or entity that remains in full force and effect
that could conflict with his duties hereunder and (c) upon the execution
and delivery of this Agreement by the Company, this Agreement shall be the
valid and binding obligation of Mr. Rudolph, enforceable against him in
accordance with its terms.


 


8.                                      Non-Solicitation; Restricted
Businesses.


 


(a)                                  During the Term, Mr. Rudolph shall not,
directly or indirectly:


 


(1)                                  induce or attempt to
induce any employee of the Company to leave the employ of the Company, or in
any way interfere with the employment relationship between the Company and any
employee thereof;


 


(2)                                  hire
or seek to hire any person who is an employee of the Company as of the
Retirement Date; provided, however, that Mr.
Rudolph shall be permitted to hire any person who, at his or her own initiative
and not at the direct or indirect suggestion or behest of Mr. Rudolph,
approaches Mr. Rudolph after the Term, for the purpose of gaining employment
with Mr. Rudolph, or responds to a general employment advertisement that is not
specifically directed at the employee, the Company’s employees generally or any
subset of the Company’s employees;


 


(3)                                  induce
or attempt to induce any client, supplier, licensee or other business relation
of the Company (each, a “Business Relation”)
to cease doing business with the Company, or in any other way unlawfully
interfere with the business relationship between any Business Relation and the
Company; provided, however, that this restriction shall not apply to (A) Mr.
Rudolph’s response to an indication by a Business Relation, at his, her or its
own initiative and not at the direct or indirect suggestion or behest of Mr.
Rudolph, of interest in procuring services offered (directly or indirectly) by
Mr. Rudolph, or (B) any general advertisement that is not specifically directed
at such Business Relation, the Business Relations of the Company generally or
any subset of the Company’s Business Relations;


 


(4)                                  be employed by, serve as a director of,
provide consulting or advisory services to, or otherwise participate or invest
in any Restricted Business (as defined in Section 8(b)), unless the
Company’s Board of Directors has provided its prior written consent; provided, however, that this Section 8(a)(4)
shall not prevent Mr. Rudolph from owning up to 2% of the publicly traded
securities of a Restricted Business in which he has no other involvement; or


 


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(5)                                  provide
any consulting, advisory, valuation or other services, whether retained as an
employee or independent contractor, to any investment banking firm,
institutional shareholder, prospective shareholder or any other person in
connection with the evaluation, consideration, negotiation or consummation of a
merger, acquisition, sale, investment or other corporate transaction that
directly or indirectly involves the Company or any of its subsidiaries,
divisions or businesses.


 


(b)                                  “Restricted Business”
means a staffing company that offers or provides temporary or permanent
placement of lab personnel, nurses or other science or healthcare professionals
in the United States.


 


(c)                                  Mr. Rudolph acknowledges and confirms that he
deems the restrictions on his business activities set forth in Section 8(a)
to be reasonable and appropriate, given the foregoing parameters of such
restrictions, the interest in protecting the goodwill of the Company and the
Company’s agreement to provide Mr. Rudolph compensation for Services rendered
in accordance with Section 3.


 


9.                                      Non-Assignability.  None
of the parties hereto shall have the right to assign, delegate or transfer any
rights or obligations hereunder, except that (a) the Company may assign,
delegate or otherwise transfer any or all of its rights and obligations
hereunder to a wholly-owned subsidiary of the Company, and (b) the Company’s
rights and obligations hereunder shall be transferable collectively to any
successor of the Company by operation of law upon a merger or consolidation
involving the Company, or in connection with a sale of all or substantially all
of the Company’s assets (a “Change in Control”).  In the event of a Change in Control, the
Company shall be obligated to (a) cause the Company’s successor to assume all
obligations under this Agreement or (b) pay all then unpaid Consulting
Compensation for the remainder of the initial Term or the remainder of any
subsequent one-year renewal period in a lump sum within five (5) business days
following the consummation of the Change in Control.


 


10.                               Integration.  This
Agreement constitutes the entire agreement of the parties, and supersedes any
prior understandings, agreements or representations by the parties, whether
written or oral, with respect to the subject matter hereof; provided, however, that this Agreement supplements but does
not supersede (a) the Executive Agreement dated December 31, 2004
(the “Executive Agreement”), by and
between the Company and Mr. Rudolph or (b) the Other Confidentiality Agreements
(as defined in the Executive Agreement).


 


11.                               Amendment.  This
Agreement may be amended only by a writing duly executed by both the Company
and Mr. Rudolph.


 


12.                               Waivers; Remedies. 
A party hereto may
waive any right or remedy hereunder only in writing.  A waiver by a party hereto of any right or
remedy 


 


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hereunder
on any one occasion shall not be construed as a bar to any right or remedy that
such party would otherwise have on any other occasion.  No failure to exercise nor any delay in
exercising on the part of any party hereto, any right, power or privilege hereunder
shall preclude any other or further exercise thereof or the exercise of any
other right, power or privilege.  The
rights and remedies herein provided are cumulative and may be exercised singly
or concurrently, and are not exclusive of any rights or remedies provided by
law.


 


13.                               Counterparts; Facsimile
Transmission.  This
Agreement may be executed in two counterparts, each of which shall deemed to be
an original and both of which taken together shall constitute one and the same
agreement.  Each party to this Agreement
agrees that it will be bound by its own facsimile (telefax) signature and that
it accepts the facsimile (telefax) signature of the other party to this
Agreement.


 


14.                               Severability.  Each
provision of this Agreement will be interpreted in such manner as to be
effective and valid under applicable law. 
If any provision of this Agreement is held to be invalid, illegal or
unenforceable in any circumstance, the offending provision shall be amended so
as to be valid, legal and enforceable in such circumstance, to the fullest
extent possible.  If the offending
provision cannot be so amended, it shall be stricken from this Agreement, but
the remainder of the Agreement shall remain in full force and effect.


 


15.                               Remedies.  The
parties understand and acknowledge that any breach of the obligations in Section 6
of this Agreement would cause the Company substantial immeasurable and
irreparable injury for which monetary damages would not compensate it.  Accordingly, the parties agree that in the
event of any violation of Section 6, in addition to any damages or
other remedies allowed by or available at law or equity, the parties shall
be entitled to temporary, preliminary, and/or interim injunctive relief
from any Court of competent jurisdiction.


 


16.                               Independent Contractor.  The
parties expressly understand and agree that the relationship of
Mr. Rudolph to the Company with respect to this Agreement is that of an
independent contractor.


 


17.                               Choice of Law; Jurisdiction.  All
questions concerning the construction, validity and interpretation of this
Agreement will be governed by and construed and enforced in accordance with the
laws of the state of California, without giving effect to any choice of law or
conflict of law provision or rule (whether of the State of California or any
other jurisdiction) that would cause the application of the laws of any
jurisdiction other than the State of California.


 


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18.                               Binding Arbitration.


 


(a)                                  The parties agree that any dispute or
controversy arising out of, relating to, or in any way connected to this
Agreement or the interpretation, validity, construction, performance, breach,
or termination thereof shall be settled by binding neutral arbitration in
accordance with the then in effect American Arbitration Association National
Rules for the Resolution of Employment Disputes (the “AAA
Rules”).  The arbitrator
may grant injunctions or other relief in such dispute or controversy.  The decision of the arbitrator shall be in
writing, and shall be final, conclusive, and binding on the parties to the
arbitration.  Judgment may be entered on
the arbitrator’s decision in any court of competent jurisdiction.


 


(b)                                 Each of the parties
understands that, by consenting to the arbitration provisions of this
Agreement, he or it is waiving their right to a jury trial.


 


(c)                                  The arbitrator shall
apply California law to the merits of any dispute or claim, without reference
to rules of conflicts of law.  The
arbitration proceedings shall be governed by the United States Arbitration Act,
9 U.S.C. Sections 1 et seq., and by
the AAA Rules, without reference to state arbitration law, except that each
party shall be entitled to discovery of essential documents and witnesses, as
determined by the arbitrator.  Each party
shall also be entitled to pursue all remedies, damages or claims that would be
available if the case had been litigated in the judicial forum having
jurisdiction over it.


 


(d)                                 Each of the parties
hereby consents to the exclusive jurisdiction and venue of the state and
federal courts located in Los Angeles County, California for any action or
proceeding arising from or relating to this Agreement, all disputes or issues
arising from or relating in any way to Mr. Rudolph’s relationship with the
Company, or any action or proceeding relating to any arbitration in which the
Company and Mr. Rudolph are participants. 
Any arbitration conducted pursuant to this Agreement shall be held in
Los Angeles County, California.


 


(e)                                  Notwithstanding any
other provision to this Agreement, either party to this Agreement may apply to
any court of competent jurisdiction located in Los Angeles County, California
for a temporary restraining order, preliminary injunction, or other interim or
conservatory relief, as necessary, without breach of this arbitration agreement
and without abridgement of the powers of the arbitrator.


 


(f)                                    Any
arbitration proceedings conducted under the terms of this Agreement will be
conducted confidentially.  All documents,
testimony and records shall be received, heard and maintained by the
arbitrator(s) in confidence and under seal, and shall be available for
inspection only by the arbitrator(s), the parties and their respective
attorneys and their respective experts, who shall agree 


 


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in advance and in writing to receive and maintain all such information
in confidence.


 


(g)                                 The Company shall pay all expenses related to
the arbitration that would not have been incurred if the case had been brought
in court.  However, the prevailing party
may recover his or its reasonable attorneys’ fees and expenses to the extent
permitted by law.


[SIGNATURE PAGE FOLLOWS]


 


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IN WITNESS WHEREOF, the parties hereto have executed
this Consulting Agreement as of the date set forth in the preamble hereto.


 


	
   

  	
  ON ASSIGNMENT, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Peter Dameris

  	
   

  
	
   

  	
  Peter Dameris, President and Chief Executive 

  Officer

  
	
   

  	
   

  
	
   

  	
  /s/ Ronald W. Rudolph

  	
   

  
	
   

  	
  Ronald W. Rudolph