EXECUTIVE CHANGE OF CONTROL AGREEMENT
This Executive Change of Control Agreement (this “ Agreement ”), is made as of the 31st day of
December, 2004, by and between On Assignment, Inc., a Delaware corporation (the “ Company ”), and
Michael Holtzman (the “ Executive ”).
A. The Executive currently serves as the Senior Vice President of Finance of the Company.
B. Prior to the execution and delivery of this Agreement, pursuant to the Company’s
Change in Control Severance Plan (the “ ASGN Severance Plan ”), the Executive was entitled to receive
certain severance benefits in the event of a change in control (within the meaning set forth in the ASGN
C. The Board of Directors of the Company (the “ Board ”) has determined that it is in the
best interests of the Company and its stockholders to assure that the Company will have the continued dedication
of the Executive, notwithstanding the possibility, threat or occurrence of a Change of Control (as defined herein).
The Board believes it is imperative to diminish the inevitable distraction of the Executive by virtue of the personal
uncertainties and risks created by a pending or threatened Change of Control and to encourage the Executive’s
full attention and dedication to the current Company in the event of any threatened or pending Change of Control,
and to provide the Executive with compensation and benefits arrangements upon a Change of Control that ensure
that the compensation and benefits expectations of the Executive will be satisfied and that are competitive with
those of other corporations. Therefore, in order to accomplish these objectives, the Board has caused the
Company to modify the ASGN Severance Plan to eliminate its coverage of the Executive and to enter into this
In consideration of the foregoing and the mutual covenants and promises contained herein, the
parties agree as follows: