MONSTER WORLDWIDE, INC., a Delaware corporation
(the “Company”), hereby notifies [Participant Name]
(the “Participant”) of a grant of Restricted Stock by
the Committee to the Participant on [Grant Date] (the “Grant
Date”) pursuant to the Company’s 2008 Equity Incentive
Plan, as amended (the “Plan”), upon such terms and
subject to such forfeiture and other conditions as set forth in
this Grant Notice and the Plan. Capitalized terms not otherwise
defined herein shall have the same meanings as in the
Plan.
1. Grant of the Restricted Stock .
Subject to the terms and conditions of the Plan and this Grant
Notice, the Participant has been granted as Restricted Stock
[Number of Shares] shares of Common Stock for a purchase price of
zero ($0.00). The Restricted Stock shall vest and become
nonforfeitable, if at all, in accordance with Section 2
hereof.
(a) Subject to the Participant’s
continuous employment by the Company and its Affiliates, the
Restricted Stock granted to the Participant shall vest and become
nonforfeitable as to the percentage of the Restricted Stock
indicated on the dates specified below (each a “Restricted
Stock Vesting Date”):
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Percentage of
Restricted
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Date
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Stock Becoming
Vested
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First Anniversary of Grant Date
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25
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%
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Second Anniversary of Grant Date
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25
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%
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Third Anniversary of Grant Date
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25
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%
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Fourth Anniversary of Grant Date
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25
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%
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In the event
the above vesting schedule results in the vesting of any fractional
share of Common Stock, such fractional share of Common Stock shall
not be deemed vested hereunder but shall vest and become
nonforfeitable when such fractional share of Common Stock
aggregates a whole share of Common Stock.
(b) If the Participant’s continued
employment by the Company and its Affiliates is terminated or
terminates for any reason (other than death or Disability), then
the Restricted Stock, to the extent not then vested, shall be
forfeited by the Participant to the Company without consideration;
provided, however, that if the Participant’s continued
service terminates because of the Participant’s death or
Disability, then the Restricted Stock, to the extent not then
vested and not previously forfeited, shall immediately become fully
vested.
(c) Notwithstanding any other provision of
this Grant Notice to the contrary, in the event that a Change in
Control shall occur prior to the date that all of the Restricted
Stock is vested, then to the extent not previously forfeited all of
the unvested Restricted Stock shall vest effective upon the Change
in Control. In the event that a Change in Control occurs on a date
prior to the date that a Participant is determined to be Disabled
for purposes of the Plan and this Grant Notice, but the Committee,
in its sole determination, expects the Participant to be Disabled
at the end of the 9-month period referred to in
Section 3(a) of this Grant Notice, then all of the
unvested Restricted Stock of such Participant, to the extent not
previously forfeited, shall vest upon the date of the Change in
Control.
(d) In the event that any calendar date on
which vesting is purportedly scheduled pursuant to the terms of
Section 2 is not a Business Day, the vesting shall
automatically be delayed until the first Business Day following
that calendar date. “Business Day” means a date on
which commercial banks in New York, New York are open for general
business.
(e) Notwithstanding any provision of this
Grant Notice to the contrary, any and all dividends (whether cash,
Common Stock, securities or other property) that may be payable
with respect to Restricted Stock that is not vested at the time
such dividend is payable shall not be paid. Instead, dividends on
such unvested Restricted Stock shall vest, become nonforfeitable
and be paid or delivered (without interest), if at all, when, as
and only to the extent that the Restricted Stock in respect of
which such dividend was payable shall vest and become
nonforfeitable pursuant to this Grant Notice. Any dividends on such
unvested Restricted Stock shall be forfeited when such Restricted
Stock in respect of which such dividend was payable shall be
forfeited, and references in this Grant Notice to Restricted Stock
that is not vested shall include the dividends payable in respect
of such unvested Restricted Stock.
3. Certain
Definitions . The following term shall have the following
meaning:
(a) “Disability” or
“Disabled” means, notwithstanding any definition in the
Plan, that, in the determination of the Committee, the Participant
is both (i) unable to engage in any substantial gainful
activity by reason of any medically determinable physical or mental
impairment that can be expected to result in death or that can be
expected to last for a continuous period of not less than
12 months and (ii) (x) in case the Participant is
eligible for the long term disability program offered to United
States-based employees by the Company or its Affiliates, the
Participant has actually received long term disability benefits for
no less than 9 months or (y) in case the Participant is
not eligible for such long term disability program solely by virtue
of not having been based in the United States, the Participant
would have been eligible to receive long term disability benefits
for no less than 9 months but for the Participant not being
based in the United States. For purposes of
Section 2(b) above, it is understood that the
Disability shall be deemed to be incurred on the last day of the
9-month period contemplated in clause (ii) of the immediately
preceding sentence. In the event the Participant has met the
condition set forth in clause (i) of the first sentence of
this definition but does not satisfy the condition set forth in
clause (ii) of this definition solely by reason of the
Participant’s death, then the provisions of such clause
(ii)
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