(e) On February 9, 2009, the Compensation Committee (the "Committee") of the Board of Directors of Hudson Highland Group, Inc. (the "Company") approved the Company's 2009 Incentive Compensation Program for the Company's executive officers and established the specific performance goals for participants under such program. A summary of the material terms of the Company's 2009 Incentive Compensation Program and the potential amounts payable to the Company's named executive officers thereunder is filed herewith as Exhibit 10.1 and is incorporated herein by reference.

Also on February 9, 2009, the Committee approved a form of restricted stock award agreement providing for share price vesting awards and approved grants of shares of restricted stock to executive officers of the Company effective February 24, 2009. The form of restricted stock award agreement is filed herewith as Exhibit 10.2 and is incorporated herein by reference. Pursuant to the award agreement, shares of restricted stock awarded to the Company's executive officers will vest one-third on each of the first three anniversaries of the grant date, provided that the following vesting conditions are met:
(1) the 20-day average closing price of a share of the Company's common stock on the NASDAQ Global Market meets or exceeds the applicable share price target at anytime on or prior to the anniversary date and (2) the recipient remains employed by the Company on the anniversary date. The share price targets for each of the executive officers are $6.00 for one third of the shares of restricted stock, $9.00 for one third of the shares of restricted stock and $12.00 for one third of the shares of restricted stock. With respect to each share price target, such target is deemed to be achieved on the first day following the grant date on which the 20-day average closing price of a share of the Company's common stock meets or exceeds such share price target. Shares of restricted stock that would otherwise vest on an anniversary date, but that do not vest on such date because the applicable share price target has not been achieved, will vest immediately if and when the applicable share price target is achieved if the recipient remains employed by the Company at such time; provided that, if a share price target is not achieved by the fifth anniversary of the grant date, then the recipient will forfeit the number of unvested shares of restricted stock that correspond to such share price target.

The number of shares of restricted stock granted to each of the Company's named executive officers are as follows:

                                            Number of Shares
                                           of Restricted Stock

                    Jon F. Chait                 30,000
                    Mary Jane Raymond            22,000
                    Margaretta R. Noonan           N/A
                    Richard S. Gray              14,000