EXECUTIVE AGREEMENT

THIS EXECUTIVE AGREEMENT (the Agreement) by and between Hudson Highland Group, Inc. (the Company) and Ralph OHara (the Executive) is made as of this 4^th day of April, 2007 (the Effective Date).

WHEREAS, the Executive has advised the Board of Directors of the Company of his imminent departure from employment with the Company as its Vice President and Global Controller, and the Board of Directors and the Executive have mutually agreed to satisfactory transitional arrangements.

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

1. Departure. Executives duties as Vice President and Global Controller shall conclude on April 4, 2007 and Executives employment with the Company shall cease on April 4, 2007 (the Departure Date).

2. Departure Payments. The Company will provide the Executive with the following compensation upon the Departure Date.

(a) The Company will pay the Executive (or his estate in the event of his death) 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.

(b) The Company will pay the Executive (or his estate in the event of his death) Ninety Thousand Dollars ($90,000), less such taxes and other deductions required by applicable law or authorized by Executive, promptly following the expiration of the revocation period for the release required by Section 6.

(c) The Executive will not be eligible for the Senior Management Bonus Plan for 2007.

(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 employees 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.

(e) Within five (5) business days of the expiration of the revocation period for the release required by Section 6, the Company will take the action necessary to cause the tranche of Executives nonvested stock options that were previously granted to the

-1-

Executive on Company shares and scheduled to vest on January 18, 2008, to be fully vested as of the Departure Date and to cause all stock options listed on Attachment A to remain exercisable under the terms of the Companys long term incentive plan for a period of eighteen (18) months from the Departure Date, subject to earlier termination as provided in the following sentence. Notwithstanding the preceding sentence, with respect to any stock option that, by reason of the extension provided in this paragraph (e), would require such stock option to be treated as having had an additional deferral feature added to it and cause such stock option to be subject to Internal Revenue Code (Code) Section 409A requirements, such stock option shall expire on the last date allowed by Treasury Regulations issued pursuant to Code Section 409A that constitutes a short term deferral. It is understood that the proposed regulations issued pursuant to Code Section 409A permit the maximum additional exercise period to extend to a date no later than the later of the fifteenth (15^th) day of the third (3^rd) month following the date at which, or December 31 of the calendar year in which, such stock options would otherwise have expired if such stock options had not been extended, based on the terms of the stock options prior to such extension.

Home        Intelligence        Services        Subscriptions        News        About Us

Contact Us       Terms of Use       Resend Documents       Shopping Cart

Copyright © 2008 The Consus Group LLC