Exhibit 10.15


 


EXECUTIVE
agreement


 


THIS EXECUTIVE AGREEMENT
(the “Agreement”) by and between Hudson Highland Group, Inc. (the “Company”) and Richard S. Gray (the
“Executive”) is made as of January 20, 2012 (the “Effective Date”).


 


WHEREAS, the Company
and the Executive have mutually agreed to his imminent departure from employment with the Company as its Senior Vice President,
Marketing and Communications and to the following satisfactory transitional arrangements.


 


NOW, THEREFORE, in
consideration of this mutual Agreement, the Company and the Executive hereby agree as follows:


 


1.           Departure.
Executive’s duties as Senior Vice President, Marketing and Communications shall conclude on March 31, 2012 and Executive’s
employment with the Company shall cease on March 31, 2012 (the “Departure Date”).


 


2.           Departure
Payments. The Company will provide the Executive with the following compensation, provided that the Executive has timely executed
and not revoked the Release (as defined in Section 6 of this Agreement) and provided further that the Executive does not violate
Section 5 of this Agreement:


 


(a)          The
Company will pay the Executive Two Hundred Twenty-Five Thousand Dollars ($225,000) on an annualized basis over a 12-month period
commencing on the Departure Date in accordance with the payroll practices of the Company in effect from time to time, and less
such taxes and other deductions required by applicable law or authorized by the Executive; provided that any amounts that would
have been payable hereunder prior to the time the Release becomes effective (without being revoked) will be accumulated and paid
on the first payroll date following the date the Release becomes effective.


 


(b)          The
Executive will be eligible to receive his 2011 cash bonus pursuant to the Senior Management Bonus Plan for 2011.


 


(c)          The
Executive will not be eligible for the Senior Management Bonus Plan for 2012.


 


(d)          If
the Executive elects to exercise his rights to continue group medical and dental plan coverage for a limited period (commonly
referred to as “COBRA rights”) within the statutorily prescribed time period commencing immediately following the
Departure Date, and the Executive pays an amount equal to an active employee’s share of the premium for such group medical
and dental benefits, the Company will waive the remaining COBRA continuation premium for the twelve (12) month period following
the Departure Date. Notwithstanding the foregoing, if the group medical and dental plan coverage are fully-insured and, as a result
of the Company’s subsidization of the Executive’s COBRA premiums, the plans are considered discriminatory such that
the Company would be subject to an excise tax, then in lieu of the foregoing, the Company shall pay the Executive an amount equal
to what would have been the Company’s subsidy amount had the Executive continued COBRA coverage for the twelve (12) month
period.


 



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(e)          The
Company will pay the Executive the value for all the Executive’s earned, but unused, vacation days for 2011 and for 2012
through the Departure Date in accordance with Company policy.


 


(f)          All
the Executive’s nonvested shares of restricted stock of the Company that were previously granted to the Executive, and which
were scheduled to vest based on certain performance and service conditions, shall be fully vested as of the Departure Date. These
consist of 29,374 shares, or:


 


(i)          The
remaining 9,334 shares of the 2009 grant which vests on stock price achievement, with the $9/share and $12/share tranches still
awaiting vesting


 


(ii)         The
remaining 8,040 shares of the 2010 grant, the performance condition for which was met in February 2011 and for which the final
two-thirds would vest over time


 


(iii)        The
entire grant of 12,000 shares of the 2011 grant which would have been evaluated for vesting in February 2012


 


3.           Obligations
of Executive at Departure. Executive represents and warrants that Executive will, on or before the Departure Date, provide
any resignations from such positions as the Company deems necessary. Executive further represents and warrants that Executive
will, on or before such date, deliver to the Company the original and all copies of all documents, records, and property of any
nature whatsoever which are in Executive’s possession or control and which are the property of the Company or which relate
to Confidential Information (as described below), or to the business activities, facilities, or customers of the Company, including
any records (electronic or otherwise), documents or property created by the Executive.


 


4.           Other
Agreements. Except as provided below, all the terms of the agreement between the Company and the Executive are embodied in
this Agreement and it fully supersedes any and all prior agreements or understandings between the Executive and the Company, including,
but not limited to, the Executive Employment Agreement between the Company and the Executive, dated March 3, 2009:


 


(a)          This
Agreement does not limit or restrict in any way Executive’s rights or obligations under the Company’s employee benefit
plans, including any retirement plan, retirement savings plan, or group medical plan.


 


(b)          Except
as provided in Section 2(f) of this Agreement, this Agreement does not limit or restrict in any way Executive’s rights and
obligations under any stock options and/or restricted stock awards previously issued to Executive.


 



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(c)          The
Company will sell to Executive for $1.00 each the Executive’s Company-issued (i) Dell laptop computer, (ii) iPhone (with
the associated phone number to transfer to Executive) and (iii) iPad.


 


5.           Restrictive
Covenants. In consideration of Executive’s position with the Company immediately prior to the Departure Date, the business
relationships the Executive has developed while employed by the Company, and the Executive’s knowledge of the Company’s
business affairs including the Confidential Information (as defined below), Executive agrees to the following Restrictive Covenants,
which are a continuation of certain covenants previously agreed to by the Executive in Attachment A to the Executive Employment
Agreement between the Company and the Executive, dated March 3, 2009:


 


(a)          Non-Solicitation
of Clients. During the one-year period following the Departure Date (the "Restricted Period"), the Executive agrees
that he will not, directly or indirectly, unless such action is waived in writing by the Chief Executive Officer of the Company,
for the Executive’s benefit or on behalf of any person, corporation, partnership or entity whatsoever, call on, solicit,
provide services for, interfere with or endeavor to entice away from the Company any client to whom the Company provides services
at any time during the 12-month period proceeding the Departure Date, or any prospective client to whom the Company had made a
presentation at any time during the 12-month period preceding the Departure Date. Notwithstanding the foregoing, nothing in this
Agreement is intended to prevent the Executive from being employed by any of the Company’s clients in a marketing or communications
position in which the Executive is not soliciting clients of the Company.


 


(b)          Non-Hire
of Employees. During the Restricted Period, the Executive agrees that he will not, directly or indirectly, unless such action
is waived in writing by the Chief Executive Officer of the Company, for the Executive’s benefit or on behalf of any person,
corporation, partnership or entity whatsoever, hire, attempt to hire, or solicit for hire any employee of the Company or its subsidiaries,
or any individual who was employed by the Company or its subsidiaries, as of the last day of the Executive’s employment
with the Company.


 


(c)          No
Participation in Business Combinations with Company. During the Restricted Period, the Executive agrees that he will not make,
or participate with any other person who makes, any proposal for a business combination involving the Company or the acquisition
of the Company.


 



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(d)          Confidentiality.
Executive agrees that during the Restricted Period, Executive shall maintain the confidentiality of any and all information about
the Company which is not generally known or available outside the Company, including without limitation, strategic plans, technical
and operating know-how, business strategy, trade secrets, customer information, business operations and other proprietary information
(“Confidential Information”), and Executive will not, directly or indirectly, disclose any Confidential Information
to any person or entity, or use any Confidential Information, whether for the benefit of Executive or the benefit of any new employer
or any other person or entity, or in any other manner that is detrimental to or inconsistent with any interest of the Company.
If Executive receives notice that he must disclose Confidential Information pursuant to a subpoena or other lawful process, Executive
must notify the Company’s General Counsel immediately. Except as permitted by the Company, Executive agrees not to discuss
this Agreement publicly and will disclose its contents only to his attorneys, financial consultants, and immediate family members.
The provisions of the forgoing sentence shall not apply to any truthful statement required to be made by Executive in any legal
proceeding or government or regulatory investigation, provided, however, that prior to making such statement Executive will give
the Company reasonable notice and, to the extent he is legally entitled to do so, afford the Company the ability to seek a confidentiality
order.


 


(e)          Acknowledgement
of Reasonableness of Restrictions. Executive acknowledges and agrees that the scope and duration of these Restrictive Covenants
are reasonable and necessary to protect the legitimate business interests of the Company. Executive acknowledges that Executive
has received substantial compensation from the Company in consideration for these Restrictive Covenants and that Executive’s
general skills and abilities are such that Executive can be gainfully employed and that this Agreement will not prevent Executive
from earning a living following his separation from service with the Company.


 


(f)          Company
Entitled to Injunctive Relief. Executive agrees that the Company will suffer irreparable damage in the event the provisions
of this Section are breached and that Executive’s acceptance of the provisions of this Section was a material factor in
Executive’s decision to enter into this Agreement. Executive further agrees that the Company shall be entitled as a matter
of right to injunctive relief to prevent a breach by Executive. Resort to such equitable relief, however, shall not constitute
a waiver of any other rights or remedies the Company may have. The provisions of this Section shall not apply to any truthful
statement required to be made by Executive in any legal proceeding or government or regulatory investigation, provided, however,
that prior to making such statement Executive will give the Company reasonable notice and, to the extent Executive is legally
entitled to do so, afford the Company the ability to seek a confidentiality order. Nothing herein modifies or reduces Executive’s
obligation to comply with applicable laws relating to trade secrets, confidential information, or unfair competition.


 


6.           Release.
The Executive and the Company shall execute the General Release attached hereto as Exhibit A (the “Release”) on the
Departure Date.


 


7.           No
Disparagement. Neither the Executive nor anyone acting at his direction at any time shall disparage the Company, including
without limitation by way of news media or the expression to news media of personal views, opinions or judgments. The Company
shall not disparage the Executive, including without limitation by way of news media or the expression to news media of Company
views, opinions or judgments. For purposes of this section only, “Company” means members of the Company’s Global
Leadership Team and the executive officers of the Company.


 



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8.          Expenses
and Insurance. With respect to services provided by the Executive to the Departure Date and pursuant to this Agreement, the
Company shall (a) reimburse Executive for reasonable expenses incurred in the performance of his services, (b) maintain Director
and Officer insurance coverage for the Executive consistent with that provided to other Company directors and officers, and (c)
provide Executive with full indemnification as permitted by law. 


 


9.          Taxes.
All payments made herein or the value of all property transferred to Executive hereunder shall be subject to applicable payroll
and withholding taxes. This Agreement shall be construed and administered in compliance with Section 409A of the Internal Revenue
Code. The parties agree to amend the Agreement as may be necessary to avoid application of Code Section 409A excise taxes or penalties
to payments made pursuant to this Agreement. 


 


10.         Severability.
In the event any one or more of the provisions of this Agreement (or any part thereof) shall for any reason be held to be invalid,
illegal or unenforceable, the remaining provisions of this Agreement (or part thereof) shall be unimpaired, and the invalid, illegal
or unenforceable provision (or part thereof) shall be replaced by a provision (or part thereof), which, being valid, legal and
enforceable, comes closest to the intention of the parties underlying the invalid, illegal or unenforceable provisions. However,
in the event that any such provision of this Agreement (or part thereof) is adjudged by a court of competent jurisdiction to be
invalid, illegal or unenforceable, but that the other provisions (or part thereof) are adjudged to be valid, legal and enforceable
if such invalid, illegal or unenforceable provision (or part thereof) were deleted or modified, then this Agreement shall apply
with only such deletions or modifications, or both, as the case may be, as are necessary to permit the remaining separate provisions
(or part thereof) to be valid, legal and enforceable.


 


11.         Governing
Law. This Agreement shall be governed by the substantive laws of the State of New York without regard to its conflict of laws
provisions or the laws of any other jurisdiction in which the Executive resides or performs any duties hereunder, or where any
violation of the Agreement occurs.


 


12.         Successors;
Binding Agreement. The Company shall have the right to assign its obligations under this Agreement to any entity that acquires
all or substantially all of the assets of the Company and continues the Company’s business. The rights and obligations of
the Company under this Agreement shall inure to the benefit of and shall be binding upon the Company and its successors and assigns.
The Executive may not assign the Executive’s rights or delegate the Executive’s obligations hereunder.


 


13.         Amendment;
Waiver. This Agreement may be amended or modified only by a written instrument executed by the Company and the Executive.
No provision of this Agreement may be waived, or discharged unless such waiver or discharge is in writing and signed by the Chief
Executive Officer of the Company. Any failure by Executive or the Company to enforce any of the provisions of this Agreement shall
not be construed to be a waiver of such provisions or any right to enforce each and every provision in the future. A waiver of
any breach of this Agreement shall not be construed as a waiver of any other or subsequent breach.


 



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THE COMPANY AND THE
EXECUTIVE ACKNOWLEDGE THAT (A) EACH HAS CAREFULLY READ THIS AGREEMENT, (B) EACH UNDERSTANDS ITS TERMS, (C) ALL UNDERSTANDINGS
AND AGREEMENTS BETWEEN THE COMPANY AND THE EXECUTIVE RELATING TO THE SUBJECTS COVERED IN THE AGREEMENT ARE CONTAINED IN IT, AND
(D) EACH HAS ENTERED INTO THIS AGREEMENT VOLUNTARILY AND NOT IN RELIANCE ON ANY PROMISES OR REPRESENTATIONS BY THE OTHER, OTHER
THAN THOSE CONTAINED IN THIS AGREEMENT ITSELF.


 


IN WITNESS WHEREOF,
the parties hereto have executed this Agreement.


 


	Richard S. Gray, Executive	 	Hudson Highland Group, Inc.
	 	 	 	 
	/s/   RICHARD S. GRAY	 	By:	/s/   MANUEL MARQUEZ DORSCH
	Signature of Executive	 	 	Manuel Marquez
    Dorsch
	 	 	Its	Chairman and Chief Executive
    Officer
	 	 	 
	January 20, 2012	 	January 26, 2012
	Date	 	Date


 



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EXHIBIT A


 


GENERAL RELEASE


 


In consideration of
the substantial compensation provided by Hudson Highland Group, Inc. (the “Company”) under the Executive Agreement
(the “Agreement”) entered into by and between the Company and Richard S. Gray (“Executive”) dated January
20, 2012, for the benefit of Executive, including the payments and other benefits that are to be provided to Executive pursuant
to the Agreement, Executive, on behalf of Executive, Executive’s spouse, heirs, executors, administrators, agents, successors,
assigns and representatives of any kind (hereinafter collectively referred to as the “Releasors”) confirm that Releasors
have, as of the date set forth below (the “Effective Date”), released the Company, and each of its subsidiaries, affiliates,
their employees, successors, assigns, executors, trustees, directors, advisors, agents and representatives, and all their respective
predecessors and successors (hereinafter collectively referred to as the “Releasees”), from any and all actions, causes
of action, charges, debts, liabilities, accounts, demands, damages and claims of any kind whatsoever arising prior to the Effective
Date, including, but not limited to, those arising out of the changes in the terms and conditions of Executive’s relationship
with the Company described in the Agreement. Executive also releases and waives any claim or right to further compensation, benefits,
damages, penalties, attorney’s fees, costs or expenses of any kind from the Company or any of the other Releasees based
on events occurring prior to the Effective Date, except for the specific compensation and benefits described in Section 2 and
Section 4 of the Agreement. Executive further agrees not to file, pursue, or participate in any lawsuits of any kind in either
state or federal court against any of the Releasees with respect to any claim released herein, including any claim arising out
of or in connection with the employment of Executive by the Company or the termination of such employment (other than pursuing
a claim for unemployment compensation benefits to which Executive may be entitled). This General Release specifically includes,
but is not limited to, a release of any and all claims pursuant to state or federal wage payment laws and those arising under
any labor, employment discrimination (including, without limitation, the Age Discrimination in Employment Act of 1967, as amended;
Title VII of the Civil Rights of Act of 1964, as amended; the Rehabilitation Act of 1973; the Reconstruction Era Civil Rights
Acts, 42 U.S.C. § 1981 – 1988; the Civil Rights Act of 1991; the Americans with Disabilities Act; the New York Human
Rights Law, as amended; state or federal family and/or medical leave acts), contract or tort laws, equity or public policy, wrongful
termination, retaliation, defamation, misrepresentation, invasion of privacy, or negligence standard, whether known or unknown,
certain or speculative, which against any of the Releasees, any of the Releasors ever had or now has.


 


Notwithstanding the
foregoing, this General Release does not waive rights, if any, Executive or Executive’s successors and assigns may have
under or pursuant to, or release any member of Releasees from obligations, if any, it may have to them or to their successors
and assigns on claims arising out of, related to or asserted under or pursuant to the Agreement or any indemnity agreement or
obligation contained in or adopted or acquired pursuant to any provision of the charter or by-laws of the Company or its subsidiaries
or affiliates or in any applicable insurance policy carried by the Company or its affiliates for any matter which arises or may
arise in the future in connection with Executive’s employment with the Company. Further, Executive is not waiving, releasing
or giving up any claim for vested benefits under any retirement plan or any right to continued benefits in accordance with the
Consolidated Omnibus Budget Reconciliation Act of 1985.


 



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The Company (and all
other Releasees) hereby releases Executive (and the other Releasors) from any and all actions, causes of action, charges, debts,
liabilities, accounts, demands, damages and claims of any kind whatsoever arising prior to the Effective Date. This General Release
does not release Executive from Executive’s ongoing obligations under the Agreement.


 


Executive hereby acknowledges
that Executive has at least twenty-one (21) days to review this General Release from the date of the Agreement and Executive
has been advised to review it with an attorney of Executive’s choice. Executive further understands that the twenty-one
(21) day review period ends when Executive signs this General Release. Executive also has seven (7) days after Executive
signs this General Release to revoke by so notifying the Company in writing. Failure to provide this General Release does not
delay occurrence of the Departure Date (as defined in the Agreement).


 


Executive acknowledges
that Executive’s eligibility for the payments and other benefits described in Section 2 of the Agreement is contingent on
Executive’s signing and returning this General Release to the Company in a timely manner and on its taking effect thereafter
in accordance with its terms.


 


Executive acknowledges
that Executive has carefully read this General Release, knows and understands the contents hereof and its binding legal effect.
Executive signs the same of Executive’s own free will and act, and it is Executive’s intention that Executive be legally
bound thereby.


 


IN WITNESS WHEREOF,
the parties hereto have executed this General Release this ____ day of __________, 2012.


 


	Richard S. Gray	 	 	 	Hudson Highland Group, Inc.
	 	 	 	 
	 	 	 	 	By	 	
	 	 	 	 	 	 	Manuel Marquez Dorsch
	 	 	 	 
	 	 	 	 	Its	 	Chairman and Chief Executive Officer


 








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