Document

The Cross Country Healthcare, Inc. 2024 Omnibus Incentive Plan (the “Plan”) provides for the grant of restricted stock with respect to Common Stock. The Committee has decided to make this grant of restricted stock as an inducement for the Participant to promote the best interests of the Company and its stockholders. This Agreement is made pursuant to the Plan and is subject in its entirety to all applicable provisions of the Plan. Capitalized terms used herein and not otherwise defined will have the meanings set forth in the Plan.

(a) Subject to the terms of this Section 2, the shares of Restricted Stock shall become vested according to the following schedule (each, a “Vesting Date”), provided that the Participant continues to be employed by, or provide service to, the Employer from the Date of Grant until the applicable Vesting Date:

(b) The vesting of the shares of Restricted Stock shall be cumulative, but shall not exceed 100% of the shares of Restricted Stock. If the vesting schedule would produce fractional shares, the number of shares that vest shall be rounded down to the nearest whole shares and the fractional shares will be accumulated so that the resulting whole shares will be included in the number of shares that become vested on the last Vesting Date.

(d) In the event of a Change in Control before all of the shares of Restricted Stock vest in accordance with this Section 2, the provisions of the Plan applicable to a Change in Control shall apply to the Restricted Stock, and, in the event of a Change in Control, the Committee may take such actions with respect to the vesting of the shares of Restricted Stock as it deems appropriate pursuant to the Plan. In the event the Participant’s employment or service is terminated by the Employer on account of an Involuntary Termination (as defined below) upon or within 18 months following a Change in Control and before the last Vesting Date, the Participant will become 100% vested in the shares of Restricted Stock upon the date of the Participant’s Involuntary Termination. For purposes of this Agreement, the term “Involuntary Termination” shall mean the Participant’s termination of employment or service with the Employer on account of a termination by the Employer without Cause, other than on account of death or Disability. If the Participant and the Employer are parties to an executive severance agreement, employment agreement or offer letter, or the Participant is eligible for severance benefits under the Company’s Executive Severance Plan, in each case that provides for severance on account of a termination for Good Reason, a termination by the Participant for Good Reason shall be deemed to be an Involuntary Termination.

(a) Except as set forth in Sections 2(d) and 2(e) above or except as otherwise provided in the Participant’s executive severance agreement, employment agreement or offer letter, or the Company’s Executive Severance Plan, to the extent applicable, if the Participant ceases to be employed by, or provide service to, the Employer for any reason before the Restricted Stock is fully vested, the shares of Restricted Stock that are not then vested shall be forfeited as of the date of the Participant’s termination of employment or service and must be immediately returned to the Company.

(b) Without limiting the foregoing, in the event that the Participant engages in Cause (including, without limitation, the Participant’s breach of any written non-competition, non-solicitation, invention assignment or confidentiality agreement between the Participant and the Company or a Subsidiary) prior to, or during the one-year period after, any vesting of Restricted Stock, the Committee may direct that all unvested Restricted Stock shall be immediately forfeited, that any shares of Common Stock held by the Participant that had previously been Restricted Stock under this Agreement prior to vesting shall be immediately returned to the Company and that the Participant shall pay over to the Company an amount equal to the Fair Market Value at the time of vesting of any Restricted Stock that had previously vested to the extent transferred by the Participant following vesting.

until the shares of Restricted Stock vest, or the Company shall recognize such ownership through book entry or another similar method. During the Restriction Period (as defined in Section 8), the Participant may vote the shares of Restricted Stock and may participate in any distribution pursuant to a plan of dissolution or complete liquidation of the Company, each subject to any restrictions deemed appropriate by the Committee. In the event of a cash dividend with respect to the shares of Restricted Stock, such cash dividend shall vest and be paid only if and to the extent that the underlying shares of Restricted Stock vest. In the event of a dividend or distribution payable in stock or other property or a reclassification, split up or similar event during the Restriction Period, the shares or other property issued or declared with respect to the non-vested shares of Restricted Stock shall be subject to the same terms and conditions relating to vesting as the shares of Restricted Stock to which they relate.

(b) When the Participant obtains a vested right to shares of Restricted Stock, a certificate representing the vested shares may be issued to the Participant or the applicable book entry shall be changed to indicate that the shares are free of the restrictions under Section 2 of this Agreement.

(c) Upon vesting of the Restricted Stock, the obligation of the Company to deliver certificates representing the vested shares of Restricted Stock or to indicate pursuant to book entry that the vested shares of Restricted Stock are free of restrictions, shall be subject to all applicable laws, rules, and regulations and such approvals by governmental agencies as may be deemed appropriate by the Committee, including such actions as Company counsel shall deem necessary or appropriate, to comply with relevant securities laws and regulations.

(d) All obligations of the Company under this Agreement shall be subject to the rights of the Employer as set forth in the Plan to withhold amounts required to be withheld for any taxes, if applicable. The Participant shall be required to pay to the Employer, or make other arrangements satisfactory to the Employer to provide for the payment of, FICA, federal income, state, local and other tax liabilities required by law to be withheld, if applicable, with respect to the grant or vesting of the shares of Restricted Stock. The Employer will have the right to withhold such taxes from any amounts payable to the Participant. Unless the Participant makes other arrangements, the Company shall withhold Shares issuable under this Agreement equal to the amount of such required withholding obligation. The Share withholding amount shall be determined in accordance with the procedures approved by the Committee in its sole discretion.

5. Tax Consequences. The Participant has reviewed with the Participant’s own tax advisors the federal, state, local and foreign tax consequences of this investment and the transactions contemplated by this Agreement. The Participant is relying solely on such advisors and not on any statements or representations of the Company or any of its agents. The Participant understands that the Participant (and not the Company) shall be responsible for the Participant’s own tax liability that may arise as a result of this investment or the transactions contemplated by this Agreement. The Participant understands that Section 83 of the Code taxes as ordinary income the difference between the amount paid for the shares of Restricted Stock and the Fair Market Value of such shares as of the date any restrictions on the shares lapse pursuant to Section 2 of this Agreement. The Participant understands that the Participant may elect to be

taxed at the time the shares of Restricted Stock are granted rather than when and as the Restriction Period expires by filing an election under section 83(b) of the Code with the Internal Revenue Service within 30 days from the Date of Grant using IRS Form 15620, or filing electronically through the Internal Revenue Service’s website.

6. Grant Subject to Plan Provisions. This grant is made pursuant to the Plan, the terms of which are incorporated herein by reference, and in all respects shall be interpreted in accordance with the Plan. The grant of the shares of Restricted Stock is subject to the provisions of the Plan and to interpretations, regulations and determinations concerning the Plan established from time to time by the Committee in accordance with the provisions of the Plan, including, but not limited to, provisions pertaining to (a) rights and obligations with respect to withholding taxes, (b) the registration, qualification or listing of the shares of Common Stock, (c) changes in capitalization of the Company and (d) other requirements of applicable law. The Committee may amend the terms of this Agreement to the extent permitted by the Plan. The Committee shall have the authority to interpret and construe this Agreement pursuant to the terms of the Plan, and its decisions shall be conclusive as to any questions arising hereunder.

7. No Employment or Other Rights. The grant of the shares of Restricted Stock shall not confer upon the Participant any right to be retained by or in the employ or service of the Employer and shall not interfere in any way with the right of the Employer to terminate the Participant’s employment or service at any time. The right of the Employer to terminate at will the Participant’s employment or service at any time for any reason is specifically reserved.

8. Assignment and Transfers. Except as the Committee may otherwise permit pursuant to the Plan, during the period before the shares of Restricted Stock vest in accordance with Section 2 (the “Restriction Period”), the non-vested shares of Restricted Stock may not be sold, assigned, encumbered or otherwise transferred except, in the event of the death of the Participant, by will or by the laws of descent and distribution. Any attempt by the Participant to alienate, assign, pledge, hypothecate, or otherwise dispose of the shares of Restricted Stock contrary to the provisions hereof, and the levy of any execution, attachment or similar process upon the shares of Restricted Stock, shall be null, void and without effect. The rights and protections of the Company hereunder shall extend to any successors or assigns of the Company and to the Company’s parents, subsidiaries, and affiliates. This Agreement may be assigned by the Company without the Participant’s consent. As used in this Agreement, “Company” shall mean the Company and any successor to its business and/or assets.

Company, and any notice to the Participant shall be addressed to such Participant at the current address shown on the personnel records of the Company, or to such other address as the Participant may designate to the Company in writing. Any notice shall be delivered by hand or enclosed in a properly sealed envelope addressed as stated above, registered and deposited, postage prepaid, in a post office regularly maintained by the United States Postal Service or nationally recognized courier service. Each notice will be deemed given and effective upon actual receipt (or refusal of receipt).

11. Clawback; Company Policies. The Participant agrees that the shares of Restricted Stock shall be subject to all applicable clawback or recoupment policies, share trading policies and other policies that may be implemented by the Board or imposed under applicable rule or regulation from time to time, including but not limited to the Cross Country Healthcare, Inc. Compensation Recoupment Policy. To the extent permitted by applicable law, the shares of Restricted Stock subject to this Agreement are subject to offset in the event that the Participant has an outstanding clawback, recoupment or forfeiture obligation to the Company under the terms of an applicable clawback or recoupment policy. In the event of a clawback, recoupment or forfeiture event under an applicable clawback or recoupment policy, the amount required to be clawed back, recouped or forfeited pursuant to such policy, shall be deemed not to have been earned under the terms of the Plan, and the Company is entitled to recover from the Participant the amount specified under the applicable policy to be clawed back, recouped, or forfeited (which amount, as applicable, shall be deemed an advance that remained subject to the Participant satisfying all eligibility conditions for earning the shares of Restricted Stock).

12. Application of Section 409A of the Code. This award of shares of Restricted Stock is intended to be exempt from the applicable requirements of Section 409A of the Code. Notwithstanding anything in the Plan or this Agreement to the contrary, the Participant shall be solely responsible for the tax consequences of this Agreement and the grant of Restricted Stock, and in no event shall the Company or any Subsidiary or Affiliate of the Company have any responsibility or liability if this Agreement or the grant of Restricted Stock does not meet any applicable requirements of Section 409A of the Code. Although the Company intends to administer this Agreement and the grant of Restricted Stock to prevent taxation under Section 409A of the Code, the Company does not represent or warrant that this Agreement or the grant of Restricted Stock complies with any provision of federal, state, local or other tax law.

By electronic acceptance, Participant hereby accepts the grant of Restricted Stock described in this Agreement and agrees to be bound by the terms of the Plan and this Agreement. The Participant hereby further agrees that all of the decisions and determinations of the Committee with respect to the Restricted Stock shall be final and binding.


Vesting Date			Number of Vested Shares of Restricted Stock
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