Exhibit 10.2
RESTRICTED STOCK
AGREEMENT
This Restricted Stock
Agreement (the “Agreement”) is made and entered
into on the 11 th day of August, 2009 (the “Grant
Date”) between Medical Staffing Network Holdings, Inc., a
Delaware corporation (the “Company”), and Kevin S.
Little (“Grantee”).
1. Award of Restricted
Shares . Five hundred thousand (500,000) shares (the
“Restricted Shares”) of the Company’s Common
Stock, par value $0.01 per share (the “Common Stock”)
are hereby issued to Grantee, subject to the terms, conditions and
restrictions set forth in this Agreement. The Restricted Shares to
be issued pursuant to this Agreement are authorized but unissued
shares of the Company’s Common Stock. The Restricted Shares
are being issued outside of the Company’s 2001 Stock
Incentive Plan.
2. Conditions as to Vesting of
the Restricted Shares .
(a) Vesting . The Restricted
Shares that are being granted under this Agreement shall vest as
follows:
(i) Subject to the satisfaction of
the “Performance Target” (as defined below) during each
of the respective four-fiscal quarter fiscal periods described
below (each a Vesting Period) and subject to the requirement that
the Grantee remain in the employment of the Company through the end
of the last Performance Target Period described below:
(A) one-third (1/3) of the
Restricted Shares shall vest on May 15, 2010 so long as the
Performance Target is satisfied in full for the four-fiscal quarter
fiscal period commencing on the first day of the second quarter of
fiscal year 2009 and ending on the last day of the first quarter of
fiscal year 2010;
(B) one-third (1/3) of the
Restricted Shares shall vest on May 15, 2011 so long as the
Performance Target is satisfied in full for the four-fiscal quarter
fiscal period commencing on the first day of the second quarter of
fiscal year 2010 and ending on the last day of the first quarter of
fiscal year 2011; and
(C) one-third (1/3) of the
Restricted Shares shall vest on May 15, 2012 so long as the
Performance Target is satisfied in full for the four-fiscal quarter
fiscal period commencing on the first day of the second quarter of
fiscal year 2011 and ending on the last day of the first quarter of
fiscal year 2012.
(b) Performance Target
.
(i) Satisfaction of the Performance
Target during any of the Vesting Periods described in
(a) above shall require that the Company remain in compliance
during the entire fiscal period immediately prior to each
respective vesting date with the all of the financial covenants
contained in each of the Company’s senior credit facility
agreements with each of the Company’s senior
secured
1
lenders. In that regard, the financial covenants
that shall be required to be met during any fiscal period shall be
those contained in the credit facility agreements then in effect,
so long as any modifications to such covenants are approved by the
Company’s Board of Directors (“Board”) in
connection with the approval of any amendment to the
Company’s existing credit facility agreements or the adoption
of new credit facility agreements that replace the Company’s
existing credit facility agreements. Waivers of covenant compliance
by the Company’s lenders for any period covered by this
Agreement shall constitute satisfaction of such covenants for
purposes of this Section 2(b).
(ii) If the Company and its senior
lenders enter into a forbearance agreement during any of the fiscal
periods described above, it shall not be deemed to constitute
satisfaction of the Performance Target. However, if after entering
into any such forbearance agreement, the Company and its senior
lenders thereafter reach an agreement pursuant to which the Company
regains good standing and compliance with the financial covenants
under its credit facility agreements (or the Company refinances
such credit facility agreements and thereby regains good standing
and compliance with the financial covenants under its credit
facility agreements), then the Performance Targets shall be deemed
to have been met during the forbearance period.
(c) Termination of Employment
.
(i) If the Grantee’s
employment with the Company is terminated for any reason other than
by the Company without “Cause” (as that term is defined
in the Grantee’s employment agreement with the Company), then
all Restricted Shares not then vested shall be
forfeited.
(ii) If the Grantee’s
employment with the Company is terminated by the Company without
“Cause,” during any of the Performance Target Periods,
then the Restricted Shares that are unvested as of the date of
Grantee’s termination as an employee of the Company will vest
in full; provided however, that:
(A) if the Performance Target has
not been met for a prior Vesting Period, the provisions of this
sub-section (c) shall not reinstate the vesting of the
Restricted Shares that were not earned during any prior Vesting
Period; and
(B) if the Company is not in
compliance with all of the financial covenants contained in each of
the Company&rsq
