Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.
On February 18, 2021, Cross Country Healthcare, Inc. (the “Company”) appointed Susan E. Ball, the Company’s Executive Vice President,
General Counsel and Corporate Secretary, to the role of Chief Administrative Officer of the Company.
The Company has entered into a revised offer letter with Ms. Ball setting forth the terms of her employment and compensation, which
generally will remain unchanged, other than with respect to (i) an increase in Ms. Ball’s base salary from $420,000 to $430,000 and (ii) the addition of a severance benefit. If Ms. Ball’s employment is terminated by the Company without cause or
if Ms. Ball terminates her employment for good reason, she will be entitled to a severance payment equal to the sum of (i) any earned, but unpaid base salary through the date of termination, (ii) reimbursement for any unreimbursed business
expenses incurred through the termination date, (iii) any accrued, but unused vacation and sick time in accordance with the Company’s policy, (iv) all other compensation under any applicable arrangement or benefit, equity, or fringe benefit
plan or program or grant pursuant to the terms and conditions of such plans, and (v) continued payments of base salary in effect at the time of termination in accordance with the Company’s regular payroll practices for the twelve-month period
following the date of termination, subject to Ms. Ball’s execution and delivery of an irrevocable release of claims against the Company and related parties. Additionally, if Ms. Ball is or becomes eligible to severance benefits under the
Company’s Executive Severance Plan, as amended and restated as of May 28, 2010 (as thereafter amended or replaced, the “Executive Severance Plan”), she will cease to be eligible for such severance payment and the Company’s sole obligation with
respect to a termination of Ms. Ball’s employment will be the amounts and benefits provided for and in accordance with the terms and conditions of the Executive Severance Plan.
Disclosure of Ms. Ball’s current compensation arrangements other than the above-described base salary increase and severance benefit,
together with the information required pursuant to Items 401(b) and (e) of Regulation S-K, may be found in the “Compensation Discussion and Analysis” and “Executive Officers” sections of the Company’s Definitive Proxy Statement filed with the
Securities and Exchange Commission on April 6, 2020, which information is incorporated herein by reference.
The foregoing description of the revised offer letter does not purport to be complete and is qualified in its entirety by reference to the
revised offer letter, which the Company will file as an exhibit to its Annual Report on Form 10-K for the fiscal year ended December 31, 2020.