compensation statutes; (iii) pursue claims which by law cannot be waived by signing this Agreement; and (iv) enforce this
Agreement.
(c) Governmental
Agencies. Nothing in this Agreement prohibits, prevents, or otherwise limits Employee from filing a charge or complaint with or participating, testifying, or assisting in any investigation, hearing, or other proceeding before any
federal, state, or local government agency (e.g., EEOC, NLRB, SEC) or in any legislative or judicial proceeding nor does anything in this Agreement preclude, prohibit or otherwise limit, in any way, Employee’s rights and abilities to contact,
communicate with or report unlawful conduct, or provide documents, to federal, state, or local officials for investigation or participate in any whistleblower program administered by any such agencies. In addition, nothing in this Agreement,
including but not limited to the release of claims nor the confidentiality clause, prohibit Employee from: (1) reporting possible violations of federal or other law or regulations, including any possible securities laws violations, to any
governmental agency or entity, including but not limited to the U.S. Department of Justice, the U.S. Securities and Exchange Commission, the Commodity Futures Trading Commission, the U.S. Congress, or any agency Inspector General; (2) making any
other disclosures that are protected under the whistleblower provisions of federal or other law or regulations; or (3) filing a charge or complaint or otherwise fully participating in any governmental whistleblower programs, including but not
limited to any such programs managed or administered by the U.S. Securities and Exchange Commission, the Commodity Futures Trading Commission and/or the Occupational Safety and Health Administration. Employee is not required to notify or obtain
permission from Employer when filing a governmental whistleblower charge or complaint or engaging or participating in protected whistleblower activity. Moreover, nothing in this Agreement prohibits or prevents Employee from receiving individual
monetary awards or other individual relief by virtue of participating in such governmental whistleblower programs.
(d) Collective/Class
Action Waiver. If any claim is not subject to release, to the extent permitted by law, Employee waives any right or ability to be a class or collective action representative or to otherwise participate in any putative or certified
class, collective or multi-party action or proceeding based on such a claim in which Employer or any other Releasee identified in this Agreement is a party.
5. Acknowledgments and
Affirmations.
(a) Employee confirms that prior to the execution of this Agreement,
Employee has not revealed its terms to any third parties. Employee agrees not to disclose any information regarding the existence or substance of this Agreement, except to Employee’s spouse, tax advisor, an attorney with whom Employee chooses to
consult regarding Employee’s consideration of this Agreement and/or to any federal, state or local government agency. Nothing in this Agreement has the purpose or effect of preventing Employee from making truthful disclosures about alleged Unlawful
Employment Practices.
(b) Employee affirms that Employee has not filed, caused to be filed, or
presently is a party to any claim against Employer. Nothing in this Agreement or these
Affirmations is intended to impair Employee’s rights under whistleblower laws or cause Employee to
disclose Employee’s participation in any governmental whistleblower program or any whistleblowing statute(s) or regulation(s) allowing for anonymity.
(c) Employee also affirms that Employee has been paid and/or has received
all compensation, wages, bonuses, commissions, paid vacation, paid sick leave, paid time off and/or benefits which are due and payable as of the date Employee signs this Agreement and Employee has been reimbursed for all necessary expenses or
losses incurred by Employee within the scope of Employee’s employment. Employee affirms that Employee has been granted any leave to which Employee was entitled under the Family and Medical Leave Act and state and local leave and disability
accommodation laws.
(d) Employee further affirms that Employee has no known workplace injuries
or occupational diseases.
(e) Employee also affirms that Employee has not divulged any proprietary or
confidential information of Employer and will continue to maintain the confidentiality of such information consistent with Employer’s policies and Employee’s agreement(s) with Employer and/or common law. Under the federal Defend Trade Secrets Act
of 2016, Employee shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that: (a) is made (i) in confidence to a federal, state, or local government official, either directly
or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (b) is made to Employee’s attorney in relation to a lawsuit against Employer for retaliation against Employee for
reporting a suspected violation of law; or (c) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.
(f) Employee further affirms that Employee has not reported internally to
Employer any allegations of wrongdoing by Employer or its officers, including any allegations of corporate fraud, and Employee has not been retaliated against for reporting any such allegations internally to Employer.
(g) Employee and Employer acknowledge Employee’s rights to make truthful
statements or disclosures required by law, regulation, or legal process and to request or receive confidential legal advice, and nothing in this Agreement shall be deemed to impair those rights. Employer also acknowledges Employee’s rights to make
truthful statements or disclosures about Unlawful Employment Practices, which are defined to mean any form of unlawful discrimination, harassment, or retaliation that is actionable under Title VII of the Civil Rights Act of 1964 or the Illinois
Human Rights Act or any other related federal or state rule or law that is enforced by the Equal Employment Opportunity Commission or the Illinois Department of Human Rights (“Unlawful Employment Practices”).
6. Return of Property.
Except as provided otherwise in this Agreement or by law, Employee affirms that
Employee has returned, without copying or reproducing, all of Employer’s property, documents, and/or any confidential
information in Employee’s possession or control.
Employee also affirms that Employee is in possession of all of Employee’s property that Employee had
at Employer’s premises and that Employer is not in possession of any of Employee’s property.
7. Governing Law and
Interpretation. This Agreement shall be governed and conformed in accordance with the laws of the state of Florida without regard to its conflict of laws provision. In the event of a breach of any provision of this Agreement, either
party may institute an action specifically to enforce any term or terms of this Agreement and/or to seek any damages for breach. Should any provision of this Agreement be declared illegal or unenforceable by any court of competent jurisdiction and
cannot be modified to be enforceable, excluding the general release language, such provision shall immediately become null and void, leaving the remainder of this Agreement in full force and effect.
8. Nonadmission of
Wrongdoing. The Parties agree that neither this Agreement nor the furnishing of the consideration for this Agreement shall be deemed or construed at any time for any purpose as an admission by Releasees of wrongdoing or evidence of
any liability or unlawful conduct of any kind.
9. Amendment.
This Agreement may not be modified, altered or changed except in writing and signed by both Parties wherein specific reference is made to this Agreement.
10. Entire Agreement.
This Separation Agreement and General Release sets forth the entire agreement between the parties hereto, and fully supersedes any prior agreements or understandings between the parties, except any arbitration, confidentiality, non-compete
and non-solicitation agreements, each of which remains in full force and effect. Employee acknowledges that Employee has not relied on any representations, promises, or agreements of any kind made to Employee in connection with Employee’s decision
to accept this Separation Agreement and General Release, except for those set forth in this Separation Agreement and General Release.
11. Counterparts and
Signatures. This Agreement may be signed in counterparts, each of which shall be deemed an original, but all of which, taken together shall constitute the same instrument. A signature made on a faxed or electronically mailed copy of
the Agreement or a signature transmitted by facsimile or electronic mail will have the same effect as the original signature.
Employee is advised that Employee has up to Twenty-One (21) Calendar Days to consider this agreement and general release.
Employee also is advised to consult with an attorney prior to Employee’s signing of this agreement and General Release.
Employee may revoke this Agreement and General Release for a period of Seven (7)
calendar days following the day Employee signs this Agreement and General Release. Any revocation within this period must be submitted, in
writing, to Colin McDonald, Chief Human Resources Officer, and state, “I hereby revoke my acceptance of our Agreement and General Release.” The revocation must be personally delivered to Colin McDonald, Chief Human Resources Officer, or designee,
or mailed to Colin McDonald, Chief Human Resources Officer, 5201 Congress Ave, Suite 160, Boca Raton, Florida 33487 and postmarked within Seven (7) Calendar Days after Employee signs this Agreement and General Release.
Employee agrees that any modifications, material or otherwise, made to thi Agreeement and General Release, do not restart or
affect in any manner the original up to Twenty-One (21) Calendar Day consideration period.
Employee freely and knowingly, and after due consideration, enters into this Agreement and General Release intending to
waive, settle and release all claims Employee has or might have against releases.
The Parties knowingly and voluntarily sign this Agreement as of the date(s) set forth below:
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PHIL NOE
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CROSS COUNTRY HEALTHCARE, INC.
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By: /s/ Phil Noe
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By: /s/ Colin McDonald
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Phil Noe
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Colin McDonald, PHR, SHRM-CP
Chief Human Resources Officer
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Date: 3/16/2026
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Date: 3/16/2026
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