Exhibit 10.18


 


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”). 


 


Recitals


 


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


 


B.                                     Mr.
Rudolph desires to retire from the Company.


 


C.                                     The
Company desires to retain Mr. Rudolph’s 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:


 


ARTICLE 1

SEPARATION


 


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 Company’s 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 


 


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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 Company’s 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. Rudolph’s performance of the Consulting Agreement or Mr.
Rudolph’s employment through the Retirement Date.  In the event of Mr. Rudolph’s 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. Rudolph’s death
from Mr. Rudolph’s 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 Company’s 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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ARTICLE 3

STOCK OPTIONS


 


3.1                                 Acceleration of
Options.  The Company
granted to Mr. Rudolph the options to purchase common stock of the Company set
forth in Schedule II (collectively, the “Options”).  Mr. Rudolph
does not hold any options or other rights to purchase common stock of the
Company, other than the Options.


 


3.2                                 Acceleration of
Certain Options.  The terms of
each of the options granted on July 18, 2003, and March 23, 2004 (the
“Continuing Options”),
are hereby amended so that (a) each of the Continuing Options
shall be fully vested and exercisable as of the date hereof, and (b) each
of the Continuing Options shall expire and cease to be exercisable as of the date
that is ninety (90) days after the later of (i) the one-year anniversary of the
Retirement Date and (ii) the expiration or termination of the Consulting
Agreement or any other continued service relationship mutually agreed to by the
parties (the “Option Expiration Date”).  All Options other than the Continuing Options
shall expire as of the Retirement Date.


 


3.3                                 Other Terms
Unchanged.  All other terms
of the Options shall remain unchanged and in full force and effect.


 


ARTICLE 4

OTHER BENEFITS


 


4.1                                 Communications Equipment.  Mr. Rudolph
acknowledges and understands that all communications and other equipment
provided to Mr. Rudolph by the Company, purchased by the Company for Mr.
Rudolph or purchased by Mr. Rudolph and reimbursed by the Company is
property of the Company and shall be returned to the Company on the Retirement
Date or immediately upon request after the Retirement Date; provided, however, that Mr. Rudolph shall be entitled
to retain usage of any communications or other equipment that the Company
agrees is reasonably necessary or appropriate in connection with
Mr. Rudolph’s provision of services to the Company pursuant to the
Consulting Agreement.


 


ARTICLE 5

RESTRICTIONS


 


5.1                                 Definitions and Interpretation.  For purposes of
this Article 5:


 


5.1.1                        References
to the “Company”
shall include the Company and its subsidiaries. 



 


5.1.2                        “Proprietary 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, “Proprietary 


 


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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.  “Proprietary 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.


 


5.1.3                        “Records” means (i) any and all
procedure manuals, books, records and accounts; (ii) all papers, notebooks,
tapes and similar repositories containing Proprietary Information; (iii) all
invoices and commission reports; (iv) client lists, whether partial or
complete; (v) data layouts, magnetic tape layouts, and diskette layouts; (vi)
promotional letters, brochures and advertising materials; (vii) displays and
display materials; (viii) correspondence and/or proposals (whether or not
current) to any former, present or prospective customer of the Company;
(ix) financial statements and information concerning revenues and
profitability and any other financial results of the Company, other than
financial statements and information publicly released by the Company; (x)
information concerning the Company which was input by Mr. Rudolph or at his
direction, under his supervision or with his knowledge, including on any floppy
disk, diskette, cassette or similar device used in, or in connection with, any
computer, recording devices or typewriter; (xi) data, account information or
other matters furnished by clients of the Company; and (xii) all copies of any
of the foregoing data, documents or devices whether in the form of carbon
copies, photocopies, copies of floppy disks, diskettes, tapes or in any other
manner whatsoever.


 


5.1.4                        “Third Party Information” means
confidential and proprietary information received by the Company from third
parties, including without limitation clients and vendors.


 


5.1.5                        “Work Product” means any inventions,
innovations, improvements, developments, methods, processes, programs, designs,
analyses, drawings, reports and all similar or related information (whether or
not patentable) that relate to the Company’s actual or anticipated business,
research and development, or existing or future products or services and that
were conceived, developed, contributed to, made, or reduced to practice by Mr.
Rudolph (either solely or jointly with others) while employed by the Company
(including any of the foregoing that constitutes any Proprietary Information or
Records).


 


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5.2                                 Confidentiality.  


 


5.2.1                        Mr. Rudolph acknowledges that any
Proprietary Information disclosed or made available to him or obtained,
observed or known by him as a direct or indirect consequence of his employment
with the Company are the property of the Company.  Therefore, Mr. Rudolph agrees that he will
not at any time (whether during or after the Payment Period) disclose or permit
to be disclosed to any person or, directly or indirectly, utilize for his own
account or permit to be utilized by any person any Proprietary Information or
Records for any reason whatsoever without the Board’s written consent.  


 


5.2.2                        Mr. Rudolph has delivered, or will
deliver by the end of the business day on the Retirement Date, or at any other
time the Company may reasonably request in writing (whether during or after the
Payment Period), all Records which he may then possess or have under his
control.  


 


5.2.3                        The
provisions of this Section 5.2 shall be in addition to, and shall not
in any way limit, any and all other confidentiality agreements (or other
agreements limiting the use of information) signed by Mr. Rudolph  in connection with his employment with the
Company (collectively, the “Other Confidentiality
Agreements”).


 


5.2.4                        If Mr. Rudolph is required by law or
governmental regulation or by subpoena or other valid legal process to disclose
any Proprietary 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 Proprietary
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 Proprietary Information or Third
Party Information is legally required, then Mr. Rudolph may disclose such
Proprietary Information or Third Party Information to the extent legally
required; provided, however, that Mr. Rudolph will
use his best efforts to ensure that such Proprietary Information is treated
confidentially by each person to whom it is disclosed.


 


5.3                                 Assignment of Work Product.  Mr. Rudolph
acknowledges that all Work Product belongs to the Company, and Mr. Rudolph
hereby assigns, and agrees to assign, all Work Product to the Company.  Any copyrightable work prepared in whole or
in part by Mr. Rudolph in the course of his work for the Company as an employee
or a consultant shall be deemed a “work made for hire” under all applicable
copyright laws, and the Company shall own all rights therein. To the extent
that any such copyrightable work is not a “work made for hire,” Mr. Rudolph 


 


5





















 


hereby assigns and
agrees to assign to the Company all of his right, title and interest, including
without limitation, copyright in and to such copyrightable work.  Mr. Rudolph shall promptly disclose such Work
Product and copyrightable work to the Board and perform all actions reasonably
requested by the Board (whether during or after the Payment Period) to
establish and confirm the Company’s ownership therein (including, without
limitation, execution of assignments, consents, powers of attorney and other
instruments).  Notwithstanding anything
contained in this Section 5.3 to the contrary, in accordance with
the provisions of Section 2870 of the California Labor Code, the Company’s
ownership of Work Product does not apply to any invention that (a) Mr.
Rudolph developed entirely on his own time without using the equipment,
supplies or facilities of the Company or any Proprietary Information (including
trade secrets) and (b) does not relate directly to the business of
the Company.  


 


5.4                                 No Limitation on
General Knowledge or Public Information.  Nothing in this Agreement shall be construed
to prevent Mr. Rudolph from disclosing or using in future employment or
business ventures (a) any information known to him prior to his employment with
the Company, (b) his general knowledge and experience, or
(c) information known or that becomes known to and available for use by
the public, other than as a direct or indirect result of Mr. Rudolph’s acts or
omissions in violation of this Article 5 or the Other Confidentiality
Agreement.


 


5.5                                 Enforcement; Injunctive Relief.  If, at the time
of enforcement of any provision of this Article 5, a court
determines that the restrictions stated herein are unreasonable under
circumstances then existing, the parties hereto agree that the maximum
duration, scope or geographical area reasonable under such circumstances as
determined by the court shall be substituted for the stated period, scope or
area.  Because Mr. Rudolph’s services are
unique, because Mr. Rudolph has had access to Proprietary Information and for
other reasons set forth herein, the parties hereto agree that money damages
would be an inadequate remedy for any breach of this Article 5.  Therefore, in the event of a breach or
threatened breach of this Article 5, the parties hereto or their successors
or assigns may, in addition to other rights and remedies existing in their
favor, apply to any court of competent jurisdiction for specific performance
and/or injunctive or other relief in order to enforce, or prevent any
violations of, the provisions hereof (without posting a bond or other
security).


 


ARTICLE 6

RELEASE OF ALL CLAIMS


 


6.1                                 Release by the
Company.  The Company,
intending to be legally bound, on behalf of itself and its directors, officers,
other affiliates, employees, representatives or agents (collectively, the “Company Parties”), hereby irrevocably
releases, acquits and forever discharges Mr. Rudolph from any and all causes of
actions, suits, debts, claims, liabilities, obligations and demands whatsoever,
in law 


 


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or in equity (collectively, “Claims”) that the Company or any of the Company Parties
might have as of the date hereof (or might have had prior to the date hereof)
against Mr. Rudolph, whether known or unknown, in respect of his
employment with or separation from the Company. 



 


6.2                                 Release by Mr.
Rudolph.  Effective as of
the date hereof, Mr. Rudolph, on behalf of himself and his heirs,
executors, assigns, affiliates, representatives and agents (the “Rudolph Parties”), hereby irrevocably
releases, acquits, and forever discharges the Company and the Company Parties
from any and all Claims that Mr. Rudolph or any of the Rudolph Parties may
have as of the date hereof against the Company or any of the Company Parties, as
well as any and all Claims resulting from an act which has been taken, or a
failure to act which has occurred, on or before the date hereof, in respect of
his employment with or separation from the Company (collectively, the “Released Claims”).  The Released Claims shall include without
limitation any and all claims, demands and causes of action under federal,
state or local law, including without limitation, Claims under:


 


•                  the Civil Rights
Acts of 1866 and 1964, as amended, 42 U.S.C. §§ 1981 and 2000(e) et seq.; 


 


•                  the Civil Rights Act
of 1991; 


 


•                  the Age
Discrimination in Employment Act, as amended, 29 U.S.C. § 621 et seq.; 


 


•                  the Americans with
Disabilities Act of 1990, as amended, 42 U.S.C. §§ 12,101 et seq.; 


 


•                  the Rehabilitation
Act of 1973, as amended, 29 U.S.C. § 701 et seq.;



 


•                  the Family and
Medical Leave Act of 1993, 29 U.S.C. § 2601 et seq.;



 


•                  the Fair Labor
Standards Act, 29 U.S.C. §§ 201 et seq.; 


 


•                  the Employee
Retirement Income Security Act, 29 U.S.C. § 1001 et seq.;


 


•                  the California Fair
Employment and Housing Act, as amended, Cal. Gov’t Code § 12900 et seq.; 


 


•                  the California Labor
Code; 


 


•                  the California
Family Rights Act of 1993, Cal. Gov’t Code § 12945.1 et seq.;



 


•                  the California Equal
Pay Law, Cal. Lab. Code § 1197.5; 


 


•                  the Unruh Civil
Rights Act, Cal. Civ. Code § 51 et seq.; or


 


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•                  any other federal,
state or local laws, regulations and ordinances governing discrimination in employment.


 


6.3                                 Acknowledgement of
Effect of Release.  Mr. Rudolph
acknowledges and confirms that he understands that, by signing this Agreement, he
will be waiving any right he may have had to pursue or bring a lawsuit or make
any legal claim against the Company or the Company Parties in respect of the
Released Claims.  Mr. Rudolph
further acknowledges and confirms that he understands that, by signing this
Agreement, he will be specifically releasing all claims he may have against the
Company or any of the Company Parties under the Age Discrimination In Employment Act, as amended, 29 U.S.C. § 621
et seq., which statute may provide him
with substantial rights and protections. 



 


6.4                                 Waiver of Unknown
Claims.  Each of the
parties acknowledges that he or it is aware that he or it may hereafter
discover facts different from, or in addition to, what he or it now (or as of
the date hereof) knows or believes to be true. 
Each of the parties nonetheless agrees that the release provided by such
party in or pursuant to this Article 6 shall be and remain in full
force and effect in all respects as a complete and general release as to the
matters so released.  Each party
acknowledges that he or it has been informed of Section 1542 of the
California Civil Code, and does hereby expressly waive and relinquish all
rights and benefits that he or it may have under such Section 1542 or
under any similar statutes, laws, rules or principles of any applicable
jurisdiction.  Section 1542 of the
California Civil Code reads in its entirety as follows:


 


A general
release does not extend to claims that the creditor does not know or suspect to
exist in his favor at the time of executing the release, which if known by him
must have materially affected his settlement with the debtor.


 


6.5                                 No Pending Suits; Covenant Not to Sue.  Mr. Rudolph
confirms that he has not filed any lawsuits or administrative complaints
against the Company and that he does not believe there is any reasonable basis
for any such lawsuit or complaint.  Mr.
Rudolph knowingly and voluntarily covenants not to sue or otherwise pursue
legal action against the Company in respect of any of the Released Claims.  In the event of any violation of this Section 6.5, the Company’s
obligation to make any payments to Mr. Rudolph hereunder shall immediately
cease.  


 


6.6                                 Contribution and
Indemnification. The parties specifically acknowledge that this
Agreement shall not affect any right to contribution and/or indemnification
which Mr. Rudolph may have, whether pursuant to insurance carried by the
Company, the bylaws of the Company or otherwise, or the Indemnification
Agreement of April 1, 1995, by and between the Company and Mr. Rudolph
(the “Indemnification Agreement”)
in connection with any third-party 


 


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claim (including shareholder derivative claims) insofar
as such third-party claims relate to events, actions or omissions which occurred
on or before the Retirement Date.  As of
the date hereof, the Company is not aware of any third-party or shareholder
derivative claim against the Company or Mr. Rudolph for which Mr. Rudolph is,
or might in the future be, entitled to contribution or indemnification from the
Company.


 


6.7                                 Continuing
Obligations.  Notwithstanding
the releases set forth in this Agreement, the parties acknowledge and confirm their
existing respective obligations under the provisions of this Agreement, the Other
Confidentiality Agreements, the written option agreements between Mr. Rudolph
and the Company in respect of the Options (as amended hereby), the Company’s
Deferred Compensation Plan, and the Indemnification Agreement.


 


ARTICLE 7

ACKNOWLEDGEMENTS


 


7.1                                 Advice of Counsel.  Mr. Rudolph acknowledges and confirms that (a) the
Company has advised him, and by this Agreement is advising him in writing, to
consult with his own legal, tax and financial advisors in connection with the
review, negotiation and execution of this Agreement, (b) in reviewing,
negotiating and determining to execute this Agreement, he has and is relying on
his own legal, tax and financial advisors, and (c) neither the Company nor
any of its directors, officers, employees or representatives has made any
statement to Mr. Rudolph that Mr. Rudolph has construed, or is relying upon, as
legal, tax or financial advice.  Mr. Rudolph
confirms that he has had sufficient time and opportunity to consult with the
legal, tax and financial advisors of his choice prior to executing this
Agreement.


 


7.2                                 Time for Review;
Revocation.  Mr. Rudolph
acknowledges and confirms that he understands that:


 


(a)                  he had at least
21 days from the date this Agreement was given to him within which to consider whether
to enter into this Agreement; however, after
having an opportunity to consult with legal counsel, he has freely and
voluntarily elected to execute and deliver this Agreement prior to the
expiration of such 21-day consideration period;


 


(b)                 he may revoke
this Agreement within seven (7) days after he executes it by providing written
notification of such revocation to the Company as set forth in Section 8.1;
provided that, in order for any
revocation of this Agreement to be effective, notice must be received by the
Company no later than 5:00 p.m. on the seventh calendar day after the date on
which Mr. Rudolph executes this Agreement;


 


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(c)                  this Agreement
will not be enforceable, unless and until the seven day revocation period
described in subpart (b) above has expired without being revoked; and


 


(d)                 he would not be
entitled to any payments or other benefits hereunder, but for his execution and
delivery of this Agreement; and he will not be entitled to any payments or
other benefits hereunder, if he revokes this Agreement pursuant to subpart (c)
above.


 


7.3                                 Payment for Past
Services.  Mr. Rudolph hereby
acknowledges and confirms that he has received all salary, wages, and other
compensation due Mr. Rudolph to which he is entitled to receive as of the date
hereof.  Such acknowledgement and
confirmation will not relate to any payments that become payable by the Company
pursuant to this Agreement, the Options, the Company’s Deferred Compensation
Plan or the Indemnification Agreement.


 


ARTICLE 8

GENERAL PROVISIONS


 


8.1                                 Notices.  Any notice required or permitted to be
provided hereunder shall be in writing and shall be delivered either
personally, by facsimile (with the original sent by U.S. mail) or by a courier
service of national reputation to the recipient at the address and/or fax
number set forth below, or such other address as the recipient shall have
specified by prior notice in accordance herewith.  A notice shall be deemed to have been given
(a) when delivered, if delivered personally, (b) upon receipt of
confirmation of a successful send, if sent by facsimile, and (c) on the
date guaranteed for delivery, if sent by courier service.


 


If to Mr.
Rudolph:


 


26651 West
Agoura Road


Calabasas,
CA  91302


Fax:  (818) 880-5245


 


with a copy
to:


 


Heller Ehrman
(Venture Law Group)


2775 Sand Hill
Road


Menlo Park,
CA  94025-7019


Attention:  Renee R. Deming


Fax:  (650) 324-0638


 


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If to the
Company:


 


On Assignment,
Inc.


26651 West
Agoura Road


Calabasas,
CA  91302


Attention:  Chief Executive Officer


Fax:  (818) 880-0056


 


with a copy
to:


 


Hogan &
Hartson LLP


2049 Century
Park East, Suite 700


Los Angeles,
CA  90067


Attention:  Carissa Coze, Esq.


Fax:  310-789-5400


 


8.2                                 Other Arrangements.  The compensation and benefits to be provided
hereunder shall be in lieu of, and not in addition to, any other severance, separation
or similar benefits to which Mr. Rudolph might be entitled to receive from the
Company, as of the date hereof or hereafter. 
Without limiting the generality of the foregoing, Mr. Rudolph
acknowledges and confirms that he shall not be entitled to any benefits under
the Company’s Change in Control Severance Plan. 



 


8.3                                 Deferred
Compensation Plan.  This Agreement,
except to the extent that it confirms the termination of Mr. Rudolph’s
employment with the Company as of the Retirement Date, shall have no effect on Mr.
Rudolph’s rights under the Company’s Deferred Compensation Plan.


 


8.4                                 Integration.  This Agreement, including the Exhibit and
Schedules hereto, 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 the Other Confidentiality Agreements, the Deferred Compensation
Plan, the written option agreements between Mr. Rudolph and the Company in
respect of the Options (as amended hereby), or the Indemnification Agreement.


 


8.5                                 Severability.  Each provision of this Agreement shall be
interpreted in a manner so as to be effective and legally valid under
applicable law.  If any provision of this
Agreement is held to be invalid, illegal or unenforceable in any circumstance,
after taking into account Section 5.5 if applicable, 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.


 


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8.6                                 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.


 


8.7                                 Choice of Law;
Jurisdiction.  All questions
concerning the construction, validity and interpretation of this Agreement will
be governed by and construed in accordance with the internal 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.  


 


8.8                                 Arbitration.


 


8.8.1                        Except as provided in Section 8.8.5, 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.


 


8.8.2                        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.


 


8.8.3                        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.


 


8.8.4                        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 


 


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Company
and Mr. Rudolph are participants.  Any
arbitration conducted pursuant to this Agreement shall be held in Los Angeles
County, California.


 


8.8.5                        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.


 


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


 


8.8.7                        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.


 


8.9                                 Successors and
Assigns.  This Agreement
shall bind and inure to the benefit of and be enforceable by Mr. Rudolph, the
Company and their respective successors and permitted assigns; provided, however, that the rights and obligations of Mr.
Rudolph hereunder shall not be assignable and, provided
further that, the rights
and obligations of the Company may be assigned to any affiliate of the Company
or any successor of the Company by operation of law upon a merger or
consolidation or any purchaser 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 Continuation
Payments in a lump sum within five (5) business days following the consummation
of the Change in Control.  


 


8.10                           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 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





















 


8.11                           Withholding.  The Company shall be entitled to deduct or
withhold from any payments hereunder any federal, state, local or foreign
withholding taxes, excise taxes, or employment taxes imposed with respect to
any payments hereunder by the Company.


 


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


 


IN WITNESS
WHEREOF, the parties hereto have executed this 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

  



 


14





















 


SCHEDULE I


Insurance
Coverage and Other Benefits


 


Insurance


Medical


Dental


Life & ADD


Basic short-term disability


Basic long-term disability


 


Other Benefits


 


Annual physical examination (up to $1,500 to
cover cost of examination to the extent not covered by insurance)


 


Tax & Financial Planning (up to $2,500
for tax preparation services for the 2004 calendar year)


 


Legal Fees (up to $4,000 for legal services
in connection with the negotiation and preparation of the Executive Agreement
and Consulting Agreement by and between Mr. Rudolph and the Company)


 


15





















 


SCHEDULE II


Stock Options
as of December 31, 2004


 


Options Held by Mr. Rudolph Immediately Prior
to the date hereof (the “Options”):


 


	
  OPTION

  	
   

  	
  Company

  Ref. No.

  	
   

  	
  Grant Date

  	
   

  	
  Ex. Price

  	
   

  	
  No. of Shares

  	
   

  	
  ISO/NQ

  	
   

  
	
  Vested

  	
   

  	
  Unvested

  
	
  1.

  	
   

  	
  000866

  	
   

  	
  12/16/1997

  	
   

  	
   

  	
  $

  	
  11.37500

  	
   

  	
  733.00

  	
   

  	
  0.00

  	
   

  	
  ISO

  	
   

  
	
  2.

  	
   

  	
  010867

  	
   

  	
  12/16/1997

  	
   

  	
   

  	
  $

  	
  11.37500

  	
   

  	
  310.00

  	
   

  	
  0.00

  	
   

  	
  NQ

  	
   

  
	
  3.

  	
   

  	
  001038

  	
   

  	
  12/9/1998

  	
   

  	
   

  	
  $

  	
  16.21900

  	
   

  	
  5,000.00

  	
   

  	
  0.00

  	
   

  	
  ISO

  	
   

  
	
  4.

  	
   

  	
  001039

  	
   

  	
  12/9/1998

  	
   

  	
   

  	
  $

  	
  16.21900

  	
   

  	
  4,584.00

  	
   

  	
  0.00

  	
   

  	
  NQ

  	
   

  
	
  5.

  	
   

  	
  001233

  	
   

  	
  12/9/1999

  	
   

  	
   

  	
  $

  	
  13.68750

  	
   

  	
  8,684.00

  	
   

  	
  0.00

  	
   

  	
  ISO

  	
   

  
	
  6.

  	
   

  	
  001234

  	
   

  	
  12/9/1999

  	
   

  	
   

  	
  $

  	
  13.68750

  	
   

  	
  6,316.00

  	
   

  	
  0.00

  	
   

  	
  NQ

  	
   

  
	
  7.

  	
   

  	
  001470

  	
   

  	
  12/4/2000

  	
   

  	
   

  	
  $

  	
  23.75000

  	
   

  	
  4,211.00

  	
   

  	
  0.00

  	
   

  	
  ISO

  	
   

  
	
  8.

  	
   

  	
  001471

  	
   

  	
  12/4/2000

  	
   

  	
   

  	
  $

  	
  23.75000

  	
   

  	
  30,789.00

  	
   

  	
  0.00

  	
   

  	
  NQ

  	
   

  
	
  9.

  	
   

  	
  001705

  	
   

  	
  7/2/2001

  	
   

  	
   

  	
  $

  	
  17.97000

  	
   

  	
  0.00

  	
   

  	
  3,646.00

  	
   

  	
  ISO

  	
   

  
	
  10.

  	
   

  	
  001706

  	
   

  	
  7/2/2001

  	
   

  	
   

  	
  $

  	
  17.97000

  	
   

  	
  21,354.00

  	
   

  	
  0.00

  	
   

  	
  NQ

  	
   

  
	
  11.

  	
   

  	
  001795

  	
   

  	
  1/31/2002

  	
   

  	
   

  	
  $

  	
  19.86000

  	
   

  	
  0.00

  	
   

  	
  2,465.00

  	
   

  	
  ISO

  	
   

  
	
  12.

  	
   

  	
  001796

  	
   

  	
  1/31/2002

  	
   

  	
   

  	
  $

  	
  19.86000

  	
   

  	
  25,521.00

  	
   

  	
  7,014.00

  	
   

  	
  NQ

  	
   

  
	
  13.

  	
   

  	
  002211

  	
   

  	
  7/18/2003

  	
   

  	
   

  	
  $

  	
  5.25000

  	
   

  	
  2.00

  	
   

  	
  28,685.00

  	
   

  	
  ISO

  	
   

  
	
  14.

  	
   

  	
  002212

  	
   

  	
  7/18/2003

  	
   

  	
   

  	
  $

  	
  5.25000

  	
   

  	
  30,102.00

  	
   

  	
  26,211.00

  	
   

  	
  NQ

  	
   

  
	
  15.

  	
   

  	
  002351

  	
   

  	
  3/23/2004

  	
   

  	
   

  	
  $

  	
  5.11000

  	
   

  	
  0.00

  	
   

  	
  8,708.00

  	
   

  	
  ISO

  	
   

  
	
  16.

  	
   

  	
  002352

  	
   

  	
  3/23/2004

  	
   

  	
   

  	
  $

  	
  5.11000

  	
   

  	
  5,625.00

  	
   

  	
  15,667.00

  	
   

  	
  NQ

  	
   

  



 


Options Vested and Exercisable as of the date
hereof until the Option Expiration Date, pursuant to Sections 3.2 of the
Agreement (the “Continuing Options”):


 


	
  OPTION

  	
   

  	
  Company

  Ref. No.

  	
   

  	
  Grant Date

  	
   

  	
  Ex. Price

  	
   

  	
  No. of Shares

  Vested and Exercisable

  	
   

  	
   

  
	
  13

  	
   

  	
  002211

  	
   

  	
  7/18/2003

  	
   

  	
   

  	
  $

  	
  5.25000

  	
   

  	
  28,687

  	
   

  	
   

  
	
  14

  	
   

  	
  002212

  	
   

  	
  7/18/2003

  	
   

  	
   

  	
  $

  	
  5.25000

  	
   

  	
  56.313

  	
   

  	
   

  
	
  15

  	
   

  	
  002351

  	
   

  	
  3/23/2004

  	
   

  	
   

  	
  $

  	
  5.11000

  	
   

  	
  8,708

  	
   

  	
   

  
	
  16

  	
   

  	
  002352

  	
   

  	
  3/23/2004

  	
   

  	
   

  	
  $

  	
  5.11000

  	
   

  	
  21,292

  	
   

  	
   

  



 


16