EXHIBIT 10.1


    

    
      CROSS COUNTRY HEALTHCARE, INC.
    

    
      

      


    

    
      March 20, 2013
    

    

    

    
      Mr. William J. Grubbs
407 Beacon Street
Boston, MA  02115

    

    
      Dear Mr. Grubbs:
    

    
      Cross Country Healthcare, Inc., a Delaware corporation (the “Company”),
      hereby agrees to employ you, and you hereby agree to accept such
      employment, under the following terms and conditions:
    

    
      1.         Term of
      Employment.

    

    
      (a)      Except for earlier termination as provided in Section 9 below,
      your employment under this Agreement will be for an initial term
      commencing on April 1, 2013 (the “Effective Date”) and
      terminating on March 31, 2016 (the “Initial Term”).


    

    
      (b)      On the day following the last day of the Initial Term and each
      anniversary thereof, the term of this Agreement will be automatically
      renewed for successive renewal terms of one year each, subject to
      earlier termination as provided in Section 9 below, unless at least 90
      days’ prior to the last day of the Initial Term or any such anniversary
      date either party will have given to the other party written notice of
      its intention not to renew this Agreement.  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 (a) for the period from the Effective Date
      through the date you are appointed Chief Executive Officer of the
      Company in accordance with Section 3, $500,000 per annum and (b)
      on and following the date you are appointed Chief Executive Officer of
      the Company in accordance with Section 3, $550,000 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 the base salary payable to you hereunder.  Your annual rate
      of base salary as determined herein from time to time, is hereinafter
      referred to as the “Base Salary”.


    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    
      


    

    
      (b)      For each calendar year during the Employment Term, you will be
      eligible to receive an annual bonus in an amount of up 100% of your Base
      Salary for the applicable year based on the level of achievement
      performance goals to be established by the Compensation Committee for
      such year.  The level of the performance goals achieved and the amount
      of the bonus will be determined by the Compensation Committee in its
      sole discretion.  Any bonuses will be paid by the Company no later than
      March 15 of the year immediately following the applicable bonus
      period.  You must be employed by the Company or its affiliates on the
      day any bonus is paid to earn any part of that bonus.  Your bonus for
      2013, if any, will be pro rated, determined by multiplying the amount of
      such bonus which would be due for the 2013 by a fraction, the numerator
      of which is 285 and the denominator of which is 365.


    

    
      (c)      Subject to the approval of the Compensation Committee and your
      actual commencement of employment, on the Effective Date you will
      receive the following long term incentive awards pursuant to the
      Company’s 2007 Stock Incentive Plan and subject to the provisions of the
      Company’s standard equity award agreements:


    


    	
           
        	
          
            (x)
                 a grant of a number of restricted shares of the Company’s
            common stock equal to Two Hundred Fifty Thousand Dollars
            ($250,000) divided by the closing price of the Company’s common
            stock (the “Common Stock”) on April 1, 2013 (the “Restricted
            Shares”) ; and
          

        	

        
	

        	

        	
           
        
	

        	
          
            (y)
                 a grant of 50,000 non-tandem stock appreciation rights with a
            reference price equal to the closing price of the Company’s common
            stock on April 1, 2013 (the “SARs”).
          

        	

        


    

    

    

    
      The Restricted Shares will vest as set forth in the Restricted Stock
      Agreement to be entered into between you and the Company following the
      Effective Date.  The SARs will vest and become exercisable in equal
      annual installments on each anniversary of the Effective Date over a
      four year period subject to your continuous employment by the Company or
      its affiliates through the applicable vesting date.


    

    
      
        

        

      

      
        
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        3.     Duties.


    

    
               (a)     You will initially serve as the President and Chief
      Operating Officer of the Company, subject to the direction and control
      of, and reporting to, the Company’s Chief Executive Officer and the
      Board.  On or prior to July 31, 2013, the Board will appoint you to
      serve as, and for the remainder of the Employment Term you will serve
      as, the Chief Executive Officer of the Company, subject to the direction
      and control of, and reporting directly to, the Board.  In addition,
      during the Employment Period, the Company will nominate you to serve as
      a member of Board.  Your principal office will be located at the
      Company’s principal office in Boca Raton, Florida.


    

    
               (b)     You will devote your full business time, energies and
      attention to the business and affairs of the Company and its
      subsidiaries, if any.


    

    
               (c)     You will, except as otherwise provided herein, be
      subject to the Company’s rules, practices and policies applicable to the
      Company’s senior executive employees.


    

    
      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.  
    

    
      5.      Expenses.  The
      Company will reimburse you for reasonable expenses, including travel
      expenses, 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 will pay on your behalf or reimburse you for the
      relocation expenses set forth on Exhibit A attached hereto;
      provided, however, that the Company’s aggregate obligations for such
      relocation expenses will in no event exceed $200,000.  In addition, the
      Company will reimburse you for the reasonable legal fees incurred by you
      in connection with the negotiation of this Agreement.
    

    
      6.      Restrictive Covenants. 


    

    
              (a)       Non-Competition.  During
      such time as you will be employed by the Company, and for a period of
      one year 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, interfere with the Company’s relationship with any of its
      suppliers, customers or employees.


    

    
      
        

        

      

      
        
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              (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 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.


    

    
             (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.


    

    
      
        

        

      

      
        
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              (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 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 prior to the expiration of the
      Initial Term (or any renewal term, in the event of renewal) on the
      following terms and conditions:

    

    
              (a)     This Agreement will terminate automatically on the 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 120th day of your absence or lack of adequate
      performance.


    

    
              (c)     This Agreement will terminate immediately upon the
      Company’s 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 admission, confession, 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 continued material breach of any obligations under this Agreement
      30 days after the Company has given you notice thereof in reasonable
      detail, if such breach has not been cured by you during such period; or
      (iv) your gross negligence or willful misconduct with respect to your
      duties or gross misfeasance of office.


    

    
      
        

        

      

      
        
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             (d)     This Agreement will terminate immediately upon (x) the
      Company’s sending you written notice terminating your employment
      hereunder without Cause for any reason or for no reason, 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 of written notice specifying the
      occurrence such Good Reason event, which notice will be given by you to
      the Company within 90 days after the occurrence of the Good Reason
      event: (i) a material diminution in your then authority, duties or
      responsibilities; (ii) a material diminution in your Base Salary; (iii)
      a relocation of your principal business location to a location more than
      50 miles outside of Boca Raton, Florida; or (iv) any material breach of
      this Agreement by the Company.  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.  Upon a
      termination of your employment by the Company without Cause other than
      due to a non-renewal of the Agreement by the Company in accordance with
      Section 1(b), or your resignation for Good Reason, the Company’s sole
      obligation to you will be to pay or provide to you the Accrued Amounts
      (as defined below) and, subject to Section 9(f), to pay you (i)
      continued payments of the Base Salary in accordance with the Company’s
      regular payroll practices for a period of 12 months following the date
      of termination and (ii) a Pro Rata Portion (as hereinafter defined) of
      the bonus, if any, earned by you with respect to the calendar year in
      which such termination occurred (collectively, the “Severance
      Payments”); provided, that the first payment of the
      Severance Payment due pursuant to clause (i) of this sentence will be
      made on the 90th day after the date of termination, and will
      include payments that were otherwise due prior thereto and provided,
      further, that the Severance Payment, if any, due pursuant to clause (ii)
      of this sentence will be made promptly following the completion of the
      audit for such calendar year.  “Pro Rata Portion” shall mean a fraction,
      the numerator of which is the number of days elapsed in the calendar
      year of termination prior to the date of termination, and the
      denominator of which is 365.  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”) you will cease
      to be eligible for the Severance Payments and the Company sole
      obligation will be to pay you the amounts and provide you with the
      benefits provided in the Severance Plan subject to the terms and
      conditions thereof(i).


    

    
             (e)     Except as specifically set forth in Section 9(d) 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 the 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.


    

    
              (f)    The Severance Payments 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, which the Company will provide
      to you within 7 days following the date of termination.


    

    
      
        

        

      

      
        
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      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:

    


    	
           
        	
          
            Cross Country Healthcare, Inc
6551 Park of Commerce Boulevard,
            N.W
Boca Raton, FL 33487
Attention: General Counsel
          

        


    

    
      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.


    

    
      
        

        

      

      
        
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      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 the Employee 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.


    

    
      
        

        

      

      
        
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           (iii)     Notwithstanding anything in this Agreement or elsewhere
      to the contrary, a termination of employment will not be deemed to have
      occurred for purposes of any provision of this Agreement providing for
      the payment of any amounts or benefits that constitute “non-qualified
      deferred compensation” within the meaning of Code Section 409A upon or
      following a termination of your employment unless such termination is
      also a “separation from service” within the meaning of Code Section 409A
      and, for purposes of any such provision of this Agreement, references to
      a “termination,” “termination of employment” or like terms will mean
      “separation from service” and the date of such separation from service
      will be the date of termination for purposes of any such payment or
      benefits.

     (iv)     Any taxable reimbursement of costs and
      expenses by the Company provided for under this Agreement will be made
      in accordance with the Company’s applicable policy and this Agreement
      but in no event later than December 31 of the calendar year next
      following the calendar year in which the expenses to be reimbursed are
      incurred.  With regard to any provision in this Agreement that provides
      for reimbursement of expenses or in-kind benefits, except as permitted
      by Code Section 409A, (x) the right to reimbursement or in-kind benefits
      is not subject to liquidation or exchange for another benefit, and (y)
      the amount of expenses eligible for reimbursement, or in-kind benefits,
      provided during any taxable year will not affect the expenses eligible
      for reimbursement, or in-kind benefits to be provided, in any other
      taxable year, provided that the foregoing clause (y) will not be
      violated with regard to expenses reimbursed under any arrangement
      covered by Section 105(b) of the Code solely because such expenses are
      subject to a limit related to the period the arrangement is in effect.

     (v)     Whenever
      a payment under this Agreement may be paid within a specified period,
      the actual date of payment within the specified period will be within
      the sole discretion of the Company.

     (vi)     With regard to
      any installment payments provided for under this Agreement, each
      installment thereof will be deemed a separate payment for purposes of
      Code Section 409A.
    

    
      18.         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.
    

    
      19.         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.
    

    
      20.         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.
    

    
      
        

        

      

      
        
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      If this letter correctly sets forth our understanding, please sign the
      duplicate original in the space provided below and return it to the
      Company, whereupon this will constitute the employment agreement between
      you and the Company effective and for the term as stated herein.


    


    	
           
        	
          
            CROSS COUNTRY HEALTHCARE, INC.
          

        
	

        	
           
        
	

        	
           
        
	

        	
          
            By:
          

        
	

        	
          
            Joseph A. Boshart, President
          

        


    

    

    

    

    

    

    

    
      Agreed as of the date
first above written:



    

    
      ________________________
William J. Grubbs
    

    

    

    

    

    
      
        

        

      

      
        
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      EXHIBIT A
    

    

    

    	
             2 house hunting trips.
      
	
             $5,000 per month for temporary housing.
      
	
             Transport of one car from Seattle and one car from Boston
        (covered).
      
	
             Packing and shipping of household goods from Seattle and Boston.
      
	
             Closing costs including realtor fees for sale of Boston home;
        provided, however, the Company shall only be required to reimburse for
        50% of realtor fees.
      
	
             Closing costs for acquiring a home in South Florida.
      


    
      

      11