Exhibit 10.1
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 Amended and Restated 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 «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:
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«Vest_1»
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«Vest_Share_1»
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«Vest_2»
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«Vest_Share_2»
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«Vest_3»
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«Vest_Share_3»
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«Vest_4»
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«Vest_Share_4»
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(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