Employment Agreement dated January 16, 2019 by and between Cross Country Healthcare, Inc. and Kevin Clark

1.            Term of Employment.

Except for earlier termination as provided in Section 9 below, this Agreement shall be effective for a period commencing on January 16, 2019 (the “Effective Date”) and terminating on December 31, 2021; provided, however, that this Agreement shall be automatically renewed for successive one (1) year periods unless either party to this Agreement provides written notice of non-renewal to the other party at least ninety (90) days prior to the expiration of the then current employment period.  The period of time between the Effective Date and the termination of your employment hereunder will be referred to herein as the “Employment Term.”

2.            Compensation.

(a)          You will be compensated for all services rendered by you under this Agreement at the rate of $825,000 per annum, payable in such manner as is consistent with the Company’s payroll practices for executive employees.  Prior to each anniversary of the Effective Date, the Company’s Board of Directors (the “Board”), or Compensation Committee of the Board (the “Compensation Committee”), will review and consider in its sole discretion whether to increase (but not decrease) the base salary payable to you hereunder.  Your annual rate of base salary as increased herein from time to time, is hereinafter referred to as the “Base Salary”.

3.            Duties.

(a)          You will serve as President and Chief Executive Officer of the Company, subject to the direction and control of, and reporting to, the Board and you will have duties, responsibilities, and authority commensurate with those of an executive serving in such position.  Your principal office will be located at the Company’s headquarters in Boca Raton, Florida.  You will maintain your principal residence within a 25 mile radius of the Company’s headquarters.

(b)          You will devote your full business time, energies and attention to the business and affairs of the Company and its subsidiaries (except during vacation periods and periods of illness or other incapacity), if any; provided, however, you may serve as non-executive Chairman of the Board of Directors of Clark Group Holdings, LLC, any of its subsidiaries in existence on the date of this Agreement or any of its subsidiaries created thereafter in connection with an internal reorganization, recapitalization, securitization or organic growth and not in connection with an acquisition (collectively, “CGH”) so long as the business of such companies is not competitive with the business in which the Company is engaged; provided that, it is hereby acknowledged and agreed that, for purposes of this Agreement, CGH will not be deemed to be competitive or in competition with the business of the Company or its subsidiaries solely by reason of providing non-competitive services to any business that is competitive with the Company or its subsidiaries.  Subject in each case to the prior approval of the Board, you may participate in civic, charitable or industry activities (including service on a not for profit board).

(c)          You will, except as otherwise provided herein, be subject to the Company’s written rules, practices and policies applicable to the Company’s senior executive employees to the extent such written rules, practices and policies have previously been provided to you, whether on or prior to the date hereof or thereafter.

4.            Benefits.  You will be entitled to such benefits, if any, as are generally provided by the Company to its employees, subject to satisfying the applicable eligibility requirements.  The foregoing, however, will not be construed to require the Company to establish any such plans or to prevent the Company from modifying or terminating any such plans, and no such action or failure thereof will affect this Agreement. You will be entitled to four (4) weeks paid vacation per annum in accordance with Company’s vacation policy in effect from time to time.

5.            Expenses.  The Company will reimburse you for reasonable expenses, including travel expenses and business class air travel incurred by you in connection with the business of the Company upon the presentation by you of appropriate substantiation for such expenses in accordance with the Company’s expense reimbursement policy.  The Company shall reimburse you on an after-tax basis for all reasonable attorneys’ fees and costs incurred by you in the negotiation of this Agreement and on a pre-tax basis for the annual cost of your YPO dues.

6.            Restrictive Covenants.

(a)          Non-Competition.  During such time as you will be employed by the Company, and for a period of two years thereafter, you will not, without the written consent of the Board, directly or indirectly become associated with, render services to, invest in, represent, advise or otherwise participate as an officer, employee, director, stockholder, partner, agent of or consultant for, any business which is conducted in any of the jurisdictions in which the Company’s business is conducted and which is competitive with the business in which the Company is engaged; provided, however, that nothing herein will prevent you from acquiring up to 3% of the securities of any company listed on a national securities exchange or quoted on the NASDAQ quotation system, provided your involvement with any such company is solely that of a stockholder.

(b)          Non-Interference.  You agree that during such time as you will be employed by the Company, and for a period of two years thereafter you will not without the written consent of the Board, for your own account or for the account of any other person, intentionally interfere with the Company’s relationship with any of its suppliers, customers or employees.

(c)          Reformation.  The parties hereto intend that the covenants contained in this Section 6 will be deemed a series of separate covenants for each country, state, county and city in which the Company’s business is conducted.  If, in any judicial proceeding, a court will refuse to enforce all the separate covenants deemed included in this Section 6 because, taken together, they cover too extensive a geographic area, the parties intend that those of such covenants (taken in order of the countries, states, counties and cities therein which are least populous) which if eliminated would permit the remaining separate covenants to be enforced to the maximum extent permitted in such proceeding will, for the purpose of such proceeding, be deemed eliminated from the provisions of this Section 6.  For purposes of Section 6, the term “Company” will include the Company and each subsidiary of the Company.

7.            Confidentiality, Non-Interference and Proprietary Information.

(a)          Confidentiality.  In the course of your employment by the Company hereunder, you will have access to confidential or proprietary data or information of the Company and its operations.  You will not at any time divulge or communicate to any person nor will you direct any Company employee to divulge or communicate to any person (other than to a person bound by confidentiality obligations similar to those contained herein and other than as necessary in performing your duties hereunder or to comply with legal process) or use to the detriment of the Company or for the benefit of any other person, any of such data or information.  The provisions of this Section 7(a) will survive your employment hereunder, whether by the normal expiration thereof or otherwise.  The term “confidential or proprietary data or information” as used in this Agreement will mean information not generally available to the public or generally known within the relevant industry, including, without limitation, personnel information, financial information, customer lists, supplier lists, trade secrets, information regarding operations, systems, services, knowhow, computer and any other processed or collated data, computer programs, pricing, marketing and advertising data.  Nothing in this agreement shall prohibit or impede you from making disclosures to any federal, state or local governmental or law enforcement branch, agency or entity with respect to possible violations of any U.S. federal, state or local law or regulation, or otherwise making disclosures to any of the foregoing that are protected under the whistleblower provisions of any such law or regulation. You shall have no obligation to obtain any authorization or give any notice to the Company regarding any such communication or disclosure.

(b)          Proprietary Information and Disclosure.  You agree that you will at all times promptly disclose to the Company (which, for the purposes of this Section 7, will include the Company and any subsidiaries and affiliates of the Company), in such form and manner as the Company may reasonably require, any inventions, improvements or procedural or methodological innovations, programs methods, forms, systems, services, designs, marketing ideas, products or processes (whether or not capable of being trade-marked, copyrighted or patented) conceived or developed or created by you during or in connection with your employment hereunder and which relate to the business of the Company and any subsidiaries or affiliates (“Intellectual Property”).  You agree that all such Intellectual Property will be the sole property of the Company.  You further agree that you will execute such instruments and perform such acts as may reasonably be requested by the Company to transfer to and perfect in the Company all legally protectable rights in such Intellectual Property.

(c)          Return of Property.  All written materials, records and documents made by you or coming into your possession during your employment concerning any products, processes or equipment, manufactured, used, developed, investigated or considered by the Company or otherwise concerning the business or affairs of the Company, will be the sole property of the Company, and upon termination of your employment, or upon request of the Company during your employment, you will promptly deliver same to the Company.  In addition, upon termination of your employment, or upon request of the Company during your employment, you will deliver to the Company all other Company property in your possession or under your control, including, but not limited to, financial statements, marketing and sales data, patent applications, drawings and other documents.

8.            Equitable Relief.  With respect to the covenants contained in Sections 6 and 7 of this Agreement, you agree that any remedy at law for any breach of said covenants may be inadequate and that the Company will be entitled (without the necessity of posting a bond) to specific performance or any other mode of injunctive and/or other equitable relief to enforce its rights hereunder or any other relief a court might award.

9.            Earlier Termination.  Your employment hereunder will terminate on the following terms and conditions:

(a)          This Agreement will terminate automatically on the earlier of your voluntary resignation from employment without Good Reason or date of your death.

(b)          The Company may terminate your employment upon notice if you are unable to perform your duties hereunder for 120 days (whether or not continuous) during any period of 180 consecutive days by reason of physical or mental disability.  The disability will be deemed to have occurred on the 120^th day of your absence or lack of adequate performance.

(c)          This Agreement will terminate immediately upon the Company sending you written notice terminating your employment hereunder for Cause.  “Cause” means (i) an act or acts of fraud or dishonesty by you which results in the personal enrichment of you or another person or entity at the expense of the Company; (ii) your pleading of guilty or nolo contendere to, or conviction of (x) any felony (other than third degree vehicular infractions), or (y) of any other crime or offense involving misuse or misappropriation of money or other property; (iii) your knowing, intentional and material breach of the Company’s Code of Conduct for Senior Officers; or (iv) your gross negligence or willful misconduct with respect to your duties that results in material harm to the Company.

(d)          Your employment under this Agreement will terminate immediately upon (w) the Company’s sending you written notice terminating your employment hereunder without Cause for any reason or for no reason, (x) the Company’s sending you written notice of non-renewal pursuant to the proviso set forth in the first sentence of Section 1 above, or (y) your delivery to the Company of a written notice of your resignation for Good Reason.  “Good Reason” means, if without your written consent, any of the following events occurs that are not cured by the Company within 30 days after you have given the Company written notice specifying the occurrence of such Good Reason event, which notice must be given by you to the Company within 90 days after your becoming aware of the occurrence of the Good Reason event: (i) a material diminution in your then authority, duties or responsibilities or assignment of duties and responsibilities that are materially inconsistent with your status, title or position; (ii) a diminution in your Base Salary, Target Annual Bonus Percentage or Target LTI Percentage; (iii) a relocation of your principal business location to a location more than 25 miles outside of Boca Raton, Florida; or (iv) any material breach of this Agreement by the Company.  Notwithstanding the previous provisions of this Section 9(d), it shall not be an event of Good Reason under this Agreement for the Company (i) to adopt (or subsequently amend) one or more claw-back, mandatory deferral or other risk management policies related to the Company’s incentive compensation plans or arrangements, or (ii) to adopt (or subsequently amend) stock ownership guidelines related to the Company’s common stock or (iii) to subject the compensation payable to the you under this Agreement to these policies or guidelines; provided that, except as otherwise required by law, such policies are generally applicable to the Company’s executive officers.  Your resignation hereunder for Good Reason will not occur later than 180 days following the initial date on which the event you claim constitutes Good Reason occurred.

(e)          Upon a termination of your employment pursuant to clauses (w) and (y) of Section 9(d) above, the Company’s sole obligation to you will be to pay or provide to you:  (i) the Accrued Amounts (as defined below) and, (ii) subject to Section 9(g), to pay you continued payments of the Base Salary in effect at the time of such termination in accordance with the Company’s policies and regular payroll practices for a period of 24 months following the date of termination, and (iii) an amount equal to two times the average actual Bonus paid in the immediately prior three (3) calendar years or, in the event you were not an employee during the immediately prior three calendar years, an amount equal to two times the Bonus you would have earned during the year in which the termination of your employment occurs (such amount to be determined by the Compensation Committee) and (iv) benefits elected by you at the time of such termination in accordance with the Company’s policies for a period of 24 months following the date of termination; provided, that the first payment of the Severance Payment will be made on the 60^th day after the date of termination, and will include payments that were otherwise due prior thereto; provided, further, that any and all unvested stock appreciation rights, restricted stock, performance share awards (at target level performance), stock options or other equity (including, for the avoidance of doubt, all long term incentive awards pursuant to Section 2(a)(ii) above) shall immediately vest upon such termination without Cause or for Good Reason (collectively, “Severance Payment”).  Upon a termination of your employment pursuant to clause (x) of Section 9(d) above, the Company’s sole obligation to you will be to pay you (i) the Accrued Amounts and (ii) subject to Section 9(g), to pay you continued payments of Base Salary in effect at the time of such termination in accordance with the Company’s policies and regular payroll practices for a period of 18 months following the date of termination (the “Non-Renewal Payment”), provided, that the first payment of the Non-Renewal Payment will be made on the 60th day after the date of termination, and will include payments that were otherwise due prior thereto.  Notwithstanding the foregoing, if you are or become eligible for severance benefits under the Company’s Executive Severance Plan (as in effect on the Effective Date, as thereafter amended, or any similar plan or arrangement adopted by the Company in replacement thereof, the “Severance Plan”), the Company will pay you the amounts and provide you with the benefits provided in the Severance Plan subject to the terms and conditions thereof to the extent such payments and benefits exceed the Severance Payment or Non-Renewal Payment, as applicable.

(f)          Except as specifically set forth in Sections 9(d) and (e) above, upon termination of your employment for any reason, the Company’s obligations hereunder will cease other than to provide you with (collectively, the “Accrued Amounts”):

(i)            any unpaid Base Salary through the date of termination payable in accordance with the Company’s regular payroll practices;

(ii)            reimbursement for any unreimbursed business expenses incurred through the date of termination paid promptly in accordance with Sections 5 and 17(b)(iv);

(iii)            payment for any accrued but unused vacation and sick time in accordance with Company policy, payable within thirty (30) days following the termination of your employment; and

(iv)            all other applicable payments or benefits to which the you may be entitled under, and paid or provided in accordance with, the terms of any applicable compensation arrangement or benefit, equity or fringe benefit plan or program or grant or this Agreement.

(g)          The Severance Payment and the Non-Renewal Payment, as applicable, will only be payable to you if within 60 days following the date of termination you execute and deliver to the Company a fully effective and irrevocable release of claims against the Company and related parties in the form attached hereto as Exhibit A.

(h)          You will not be required to seek other employment or to attempt in any way to reduce the Severance Payment payable to you hereunder and there shall be no offset against the Severance Payment on account of any remuneration attributable to any subsequent employment that you may obtain.

10.            Representation and Warranty.  The execution, delivery and performance of this Agreement by you will not conflict with or result in a violation of any agreement to which you are a party or any law, regulation or court order applicable to you.

11.            Effectiveness; Entire Agreement; Modification.  This Agreement constitutes the full and complete understanding of the parties and will, on the Effective Date, supersede all prior agreements between the parties with respect to your employment arrangements.  No representations, inducements, promises, agreements or understandings, oral or otherwise, have been made by either party to this Agreement, or anyone acting on behalf of either party, which are not set forth herein, or any others are specifically waived.  This Agreement may not be modified or amended except by an instrument in writing signed by the party against which enforcement thereof may be sought.

12.            Severability.  Any term or provision of this Agreement which is invalid or unenforceable in any jurisdiction will, as to such jurisdiction, be ineffective to the extent of such invalidity or unenforceability without rendering invalid or unenforceable the remaining terms and provisions of this Agreement or affecting the validity or enforceability of any of the terms or provisions of this Agreement in any other jurisdiction.

13.            Waiver of Breach.  The waiver of either party of a breach of any provision of this Agreement, which waiver must be in writing to be effective, will not operate as or be construed as a waiver of any subsequent breach.

14.            Notices.  All notices hereunder will be in writing and will be sent by express mail or by certified or registered mail, postage prepaid, return receipt requested, if to you, to your residence as listed in the Company’s records, and if to the Company to:

15.            Assignability; Binding Effect.  This Agreement is personal to you and may not be assigned by you.  This Agreement will be binding upon and inure to the benefit of you, your legal representatives, heirs and distributees, and will be binding upon and inure to the benefit of the Company, its successors and assigns.

16.            Governing Law.  All questions pertaining to the validity, construction, execution and performance of this Agreement will be construed and governed in accordance with the laws of the State of Florida, without regard to the conflicts or choice of law provisions thereof.

17.            Tax Matters.

(a)           WITHHOLDING.  The Company may withhold from any and all amounts payable under this Agreement such federal, state and local taxes as may be required to be withheld pursuant to any applicable law or regulation.

(b)           SECTIONS 409A.

(i)   Although the Company does not guarantee the tax treatment of any payments under this Agreement, the intent of the parties is that payments and benefits under this Agreement comply with, or be exempt from, Code Section 409A and, accordingly, to the maximum extent permitted, this Agreement will be interpreted in accordance with the foregoing.  In no event whatsoever will the Company be liable for any additional tax, interest or penalties that may be imposed on you by Code Section 409A or any damages for failing to comply with Code Section 409A.

(ii)  Notwithstanding any provision in this Agreement or elsewhere to the contrary, if on your date of termination you are deemed to be a “specified employee” within the meaning of Code Section 409A and using the identification methodology selected by the Company from time to time, or if none, the default methodology under Code Section 409A, any payments or benefits due upon a termination of your employment under any arrangement that constitutes a “deferral of compensation” within the meaning of Code Section 409A (whether under this Agreement, any other plan, program, payroll practice or any equity grant) and which do not otherwise qualify under the exemptions under Treas. Regs. Section 1.409A-1 (including without limitation, the short-term deferral exemption and the permitted payments under Treas. Regs. Section 1.409A-1(b)(9)(iii)(A)), will be delayed and paid or provided to you in a lump sum (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay), on the earlier of (i) the date which is six months and one day after your separation from service (as such term is defined in Code Section 409A) for any reason other than death, and (ii) the date of your death, and any remaining payments and benefits will be paid or provided in accordance with the normal payment dates specified for such payment or benefit.

18.            Cooperation.  Subject to your other commitments, you agree to reasonably cooperate (but only truthfully) with the Company and provide information as to matters which you were personally involved, or have information on, during your employment with the Company and which are or become the subject of litigation or other dispute.  The Company shall pay for any reasonable out-of-pocket expenses incurred by you in connection with your performance of the obligations pursuant to this Section 18.

19.            Intentionally Omitted.

20.            Clawback.  You agree that all compensation paid to you shall be subject to any clawback policy adopted by the Board or an authorized committee thereof with regard to compensation paid to executive officers of the Company in the event of inaccurate financial statements or inaccuracy in the underlying information utilized to calculate any compensation, including without limitation any clawback policy adopted to comply with Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act; provided that, except as otherwise required by law, such policies are generally applicable to the Company’s executive officers.

21.            Headings.  The headings of this Agreement are intended solely for convenience of reference and will be given no effect in the construction or interpretation of this Agreement.

22.            Counterparts.  This Agreement may be executed in several counterparts, each of which will be deemed to be an original but all of which together will constitute one and the same instrument.

23.            Waiver.  The Company and you each waive any right to trial by jury in any action, suit or proceeding with respect to this Agreement.

24.            Indemnification and D&O Insurance.  The Company agrees to indemnify and hold you harmless to the fullest extent permitted by the laws of the State of Delaware (including advancement of expenses) as provided in the Company’s charter and by-laws as in effect on the date hereof and shall maintain and pay the full cost of directors and officers liability insurance policy the Board deems adequate for you to cover any such liability.  This provision shall survive any termination of your employment hereunder.

25.            Review of this Agreement.  You acknowledge that you have (a) carefully read this Agreement, (b) had an opportunity to consult with independent counsel with respect to this Agreement and (c) entered into this Agreement of your own free will.

(i)	any and all claims, relating to  Clark’s employment by the Company,  the terms and conditions of such employment, employee benefits related to his employment, the termination of his employment, and/or any of the events relating directly or indirectly to or surrounding such termination;

(ii)

any and all claims of discrimination, harassment, whistle blowing or retaliation in employment (whether based on federal, state or local law, statutory or decisional), including without limitation, all claims under The Age Discrimination in Employment Act of 1967, as amended, Title VII of the Civil Rights Act of 1964, as amended, the Americans with Disabilities Act, the Civil Rights Act of 1991, the Reconstruction Era Civil Rights Act of 1866, 42 USC §§ 1981-86, as amended, the Rehabilitation Act of 1973, the Equal Pay Act, the Family and Medical Leave Act, the Employee Retirement Income Security Act (“ERISA”), the Sarbanes-Oxley Act of 2002, Section 922 of the Dodd-Frank Act, the Federal False Claims Act; the Florida Civil Rights Act of 1992 f/k/a Human Rights Act of 1977, Fla. Stat. § 760.01 et seq.; Florida Equal Pay Law, Fla. Stat. § 448.07, Fla. Stat. § 725.07; Florida AIDS Act, Fla. Stat. § 760.50; Florida Law Sickle-Cell Trait Discrimination Law, Fla. Stat. §§ 448.075, 448.076; Florida Private Whistleblower Protection Law, Fla. Stat. § 448.101 et seq.; Florida Public Whistle-Blower’s Act, Fla. Stat. § 112.3187 et seq.; Florida Worker’s Compensation Retaliation Law, Fla. Stat. § 440.205; Florida Unpaid Wages Law, Fla. Stat. § 448.08; Florida Minimum Wage Act, Fla. Stat. §§ 448.109, 448.110; Florida Leave to Victims of Domestic Violence Act, Fla. Stat. § 741.313, and waivable rights under the Florida Constitution;

(iii)

any and all claims for wrongful discharge or retaliatory discharge;

(iv)	any and all claims for damages of any kind whatsoever, including without limitation compensatory, punitive, treble, liquidated  and/or consequential damages;

(v)	any and all claims under any contract, whether express or implied;

(vi)	any and all claims for unintentional or intentional torts, for emotional distress and for pain and suffering;

(vii)

any and all claims for violation of any statutory or administrative rules, regulations or codes;

(viii)

any and all claims for attorneys’ fees, costs, disbursements, wages, bonuses, benefits, vacation and/or the like;

Clark represents and warrants that he has had the opportunity to consult with an attorney before signing this General Release; that he has had the opportunity to consider the terms of this General Release; and that he has executed this General Release after consulting with an attorney of his choice, who has answered to his satisfaction any and all questions he has regarding this General Release, its terms and consequences.  Clark further represents and warrants that he has read this General Release in its entirety, fully understands all of its terms, and voluntarily assents to all terms and conditions contained herein.