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.
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