X0304 4 2012-02-21 0 0001210708 HUDSON HIGHLAND GROUP INC HHGP 0001256645 GRAY RICHARD S HUDSON HIGHLAND GROUP, INC. 560 LEXINGTON AVENUE NEW YORK NY 10022 0 1 0 0 Senior Vice President Common Stock 2012-02-21 4 A 0 11184 0 A 47234 D Common Stock 2012-02-21 4 F 0 1162 4.76 D 46072 D Common Stock 11207.201 I By 401(k) Plan Common Stock 2538.403 I By Plan Restricted Stock 2014-02-24 Common Stock 4666 9334 D Employee Stock Option (Right to Buy) 9.17 2013-06-25 Common Stock 18000 18000 D Employee Stock Option (Right to Buy) 13.25 2015-01-18 Common Stock 80000 80000 D Vesting to reporting person of restricted stock upon attainment of performance criteria. Vesting is also subject to a service condition as follows: 33% vested on February 21, 2012, 33% vest on February 16, 2013 and 34% vest on February 16, 2014. Reflects payment of tax liability by withholding shares of stock incident to vesting of restricted stock previously issued. Balance reflects the most current data available with regard to holdings in the 401(k) Plan. Balance reflects the reporting person's holdings in the Hudson Highland Group, Inc. Employee Stock Purchase Plan as of the date of this filing. The shares of restricted stock vest as follows: 1/3 upon the 20-day average closing stock price of HHGP reaching each of $6.00, $9.00 and $12.00. Grant to reporting person of option to buy shares of common stock under the Hudson Highland Group, Inc. Long Term Incentive Plan. The option vests and becomes exercisable as follows: 50% after 1st anniversary of the date of grant, 75% after 2nd anniversary, and 100% after 3rd anniversary. Grant to reporting person of option to buy shares of common stock under the Hudson Highland Group, Inc. Long Term Incentive Plan. The option vests and becomes exercisable as follows: 50% after 3rd anniversary of the date of grant and 100% after 4th anniversary. /s/ John K. Wilson, Attorney-in-Fact 2012-02-23