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DIRECTOR RESTRICTED STOCK AGREEMENT

Equity Incentive Plan Agreement

DIRECTOR RESTRICTED STOCK AGREEMENT | Document Parties: MPS GROUP INC You are currently viewing:
This Equity Incentive Plan Agreement involves

MPS GROUP INC

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Title: DIRECTOR RESTRICTED STOCK AGREEMENT
Governing Law: Florida     Date: 5/8/2009
Industry: Business Services     Sector: Services

DIRECTOR RESTRICTED STOCK AGREEMENT, Parties: mps group inc
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Exhibit 10.2

DIRECTOR RESTRICTED STOCK AGREEMENT

This Director Restricted Stock Award Agreement (the “Agreement”) is made effective as of «Effective_Date» (the “Effective Date”) between «First» «Last» (the “Director”) and MPS Group, Inc., a Florida corporation (the “Company”).

W I T N E S S E T H    T H A T:

WHEREAS, the Company has awarded to the Director «Shares» 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 2008 Non-Executive 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 «Shares» Shares as of the Effective Date subject to all the terms and conditions of this Agreement.

2. STOCK CERTIFICATE; UNCERTIFICATED STOCK.

(a) 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:

“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 «Effective_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.

(b) 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.

(c) 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.


3. VESTING OF SHARES. The Director agrees the Shares shall vest on the date and in the amount as follows:

 

Vesting Date

  

Number of Shares
Vested

«Vest_1»

  

«Vest_Share_1»

«Vest_2»

  

«Vest_Share_2»

«Vest_3»

  

«Vest_Share_3»

«Vest_4»

  

«Vest_Share_4»

(a) 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 abo


 
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