Exhibit 10.20
DIRECTOR RESTRICTED STOCK
AGREEMENT
This Director Restricted Stock Award
Agreement (the “Agreement”) is made effective as of
[Date] (the “Effective Date”) between [Name] (the
“Director”) and MPS Group, Inc., a Florida corporation
(the “Company”).
WITNESSETH THAT:
WHEREAS, the Company has awarded to
the Director [Number] shares (the “Shares”) of the
Company’s common stock, $.01 par value per share (the
“Stock”), effective as of the Effective Date, pursuant
to the 2004 Equity Incentive Plan (the “Plan”), as a
reward for prior service and as an incentive to remain with the
Company or its subsidiaries or affiliates and to work to increase
the value of the Stock; and
WHEREAS, the Shares are subject to
the terms and conditions hereinafter provided;
NOW, THEREFORE, the Company and the
Director agree to the foregoing and as follows:
1. AWARD. The Director hereby is
granted [Number] Shares as of the Effective Date subject to all the
terms and conditions of this Agreement.
2. STOCK CERTIFICATE; UNCERTIFICATED
STOCK.
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(a)
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The Company may
in its discretion issue one or more stock certificates (the
“Certificate(s)”) in the name of the Director for the
Shares, which the Director hereby acknowledges and agrees would be
subject to and bear the following legend:
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“The transferability of this
certificate and the shares of stock represented hereby are subject
to the terms and conditions (including forfeiture) of a Restricted
Stock Agreement entered into between the registered owner and MPS
Group, Inc., effective as of [Date]. Copies of such Agreement are
on file in the offices of the Secretary, MPS Group, Inc., 1
Independent Drive, Jacksonville, Florida 32202.”
The Director shall forfeit and/or
return the Certificate(s) to the Company upon the forfeiture of any
Shares, pursuant to this Agreement. Thereafter, the Company shall
reissue Stock pursuant to Section 2(c) of this Agreement for
the number of Shares, if any, which were not forfeited. The new
Stock, if any, and the Shares represented thereby, shall remain
subject to this Agreement.
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(b)
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The Company may
in its discretion issue in the name of the Director the Shares in
an uncertificated form as properly recorded in the books and
records of the Company, including its stock transfer book, which
Shares the Director hereby acknowledges and agrees would be subject
to the same restrictions and limitations on transferability
(including forfeiture) as are set forth for the Certificate(s) in
Section 2(a) of this Agreement.
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(c)
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In the event
that Shares are forfeited pursuant this Agreement, (i) if a
Certificate has been issued pursuant to Section 2(a) hereof,
the Company shall reissue a Certificate pursuant to
Section 2(a) of this Agreement for the number of Shares, if
any, which were not forfeited and (ii) if no Certificate has
been issued and the Shares are uncertificated in accordance with
Section 2(b) hereof, then the forfeiture of the Shares shall
be recorded in the books and records of the Company, including its
stock transfer book. Notwithstanding the foregoing, all unforfeited
Shares held by the Director pursuant to this Agreement shall remain
subject to the terms of this Agreement and the Plan.
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3. VESTING OF SHARES. The Director agrees the
Shares shall vest on the date and in the amount as
follows:
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Vesting Date
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Number of Shares Vested
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[Date]
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[Number]
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(a)
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If the Director
shall cease to serve on the Board of Directors of the Company at
any time prior to the Vesting Date set forth above, then the
Director shall forfeit and return to the Company any Shares which
remain unvested as of such date for no payment.
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