TALEO CORPORATION 2009 EQUITY INCENTIVE PLAN RESTRICTED STOCK AGREEMENT

Grantee Name:  [NAME]

Grantee Address:  [ADDRESS]

Taleo Corporation (the “Company”) hereby awards you  (the “Grantee”), [NUMBER OF SHARES GRANTED] shares of restricted Common Stock of the Company (the “Restricted Stock”) under the Company’s 2009 Equity Incentive Plan (the “Plan”).  The date of this Restricted Stock Agreement (the “Agreement”) is [GRANT DATE]   (the “Grant Date”).  Subject to the provisions of Appendix A (attached hereto), the principal features of this grant are as follows:

Total Number of Shares of Restricted Stock:   ______________

*Except as otherwise provided in Appendix A [TO BE INCLUDED UNLESS THE COMPENSATION COMMITTEE DETERMINES OTHERWISE: or in an employment or other agreement entered into on or prior to the date of grant between the Company and Grantee as referenced in Paragraph 3 of Appendix A], Grantee will not vest in the Restricted Stock unless he or she is a Service Provider through the applicable vesting date(s).

Grantee and the Company agree that this Award of Restricted Stock is granted under and governed by the terms and conditions of the Plan and this Agreement, including this Notice of Grant and the Terms and Conditions of Restricted Stock Agreement, attached hereto as Appendix A, all of which are made a part of this document.    For example, important additional information on vesting and forfeiture of the Shares covered by this grant is contained in Paragraphs 3 through 5 of Appendix A.   PLEASE BE SURE TO READ ALL OF APPENDIX A, WHICH CONTAINS THE SPECIFIC TERMS AND CONDITIONS OF THIS AGREEMENT. Grantee has reviewed the Plan and this Agreement in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Agreement and fully understands all provisions of the Plan and Agreement.  Grantee hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Administrator upon any questions relating to the Plan and Agreement.  Grantee further agrees to notify the Company upon any change in the residence address indicated above.

Grantee acknowledges and agrees that by clicking the [“ACCEPT”]OR[“ACKNOWLEDGE”] button on the E*TRADE on-line grant agreement response page, it will act as Grantee’s electronic signature to this Agreement and will constitute Grantee’s acknowledgement of and agreement with all of the terms and conditions of the Shares of

Restricted Stock, as set forth in this Agreement and the Plan.  Grantee may, if he or she prefers, sign, date and return to the Company a paper copy of this Agreement.

TALEO CORPORATION

By: ______________________________                                                     

Title:   ___________________________

1.   Award .  The Company hereby awards to the Grantee, as a separate incentive in connection with his or her service and not in lieu of any salary or other compensation for his or her services, the number of Shares of Restricted Stock indicated on the first page of this Agreement, subject to all of the terms and conditions in this Agreement and the Plan.  By accepting this Award of Restricted Stock, the par value of $0.00001 for each Share of Restricted Stock will be deemed paid by the Grantee by past services rendered, and will be subject to the appropriate tax withholdings.

2.            Shares Held in Escrow .

(a)           All Shares of Restricted Stock will, upon execution of this Agreement, be issued in the name of the Grantee and delivered and deposited with an Escrow Agent designated by the Company (the “Escrow Agent”).  The Shares of Restricted Stock will be held by the Escrow Agent, and shall not be sold, transferred or otherwise disposed of, and shall not be pledged or otherwise hypothecated, until such time as the Shares of Restricted Stock vest in the manner set forth in Paragraphs 3 or 4 or the date Grantee ceases to be a Service Provider.  The certificate or certificates representing such Shares shall not be delivered by the Escrow Agent to the Grantee unless and until the Shares have vested and all other terms and conditions in this Agreement have been satisfied.

(b)           The Escrow Agent will not be liable for any act it may do or omit to do with respect to holding the Shares of Restricted Stock in escrow while acting in good faith and in the exercise of its judgment.

(c)           Upon Grantee’s termination as a Service Provider for any reason, the Escrow Agent, upon receipt of written notice of such termination, will take all steps necessary to accomplish the transfer of the unvested Shares of Restricted Stock to the Company.  Grantee hereby appoints the Escrow Agent with full power of substitution, as Grantee’s true and lawful attorney-in-fact with irrevocable power and authority in the name and on behalf of Grantee to take any action and execute all documents and instruments, including, without limitation, stock powers which may be necessary to transfer the certificate or certificates evidencing such unvested Shares of Restricted Stock to the Company upon such termination.

(d)           The Escrow Agent will take all steps necessary to accomplish the transfer of Shares of Restricted Stock to Grantee after they vest following Grantee’s request that the Escrow Agent do so.

(e)           Subject to the terms hereof, Grantee will have all the rights of a stockholder with respect to the Shares while they are held in escrow, including without limitation, the right to vote the Shares and to receive any cash dividends declared thereon.

(f)           In the event that as a result of any dividend or other distribution (whether in the form of cash, Shares, other securities, or other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase, or exchange of Shares or other securities of the Company, or other change in the corporate structure of the Company affecting the Shares, the Shares of Restricted Stock will be increased, reduced or otherwise changed, and by virtue of any such change Grantee will in his or her capacity as owner of unvested Shares of Restricted Stock be entitled to new or additional or different shares of stock, cash or securities (other than rights or warrants to purchase securities); such new or additional or different shares, cash or securities will thereupon be considered to be unvested Shares of Restricted Stock and will be subject to all of the conditions and restrictions which were applicable to the unvested Shares of Restricted Stock pursuant to this Agreement.  If Grantee receives rights or warrants with respect to any unvested Shares of Restricted Stock, such rights or warrants may be held or exercised by Grantee, provided that until such exercise any such rights or warrants and after such exercise any shares or other securities acquired by the exercise of such rights or warrants will be considered to be unvested Shares of Restricted Stock and will be subject to all of the conditions and restrictions which were applicable to the unvested Shares of Restricted Stock pursuant to this Agreement.  The Administrator in its absolute discretion at any time may accelerate

the vesting of all or any portion of such new or additional shares of stock, cash or securities, rights or warrants to purchase securities or shares or other securities acquired by the exercise of such rights or warrants.

(g)           The Company may determine to issue the Shares in book entry form and/or may instruct the transfer agent for its Common Stock to place a legend on the certificates representing the Restricted Stock or otherwise note its records as to the restrictions on transfer set forth in this Agreement.

3.            Vesting Schedule/Period of Restriction .  Subject to Paragraphs 4 and 5 of this Agreement, the Shares of Restricted Stock awarded by this Agreement shall vest in accordance with the vesting provisions set forth in the Notice of Grant [TO BE INCLUDED UNLESS COMPENSATION COMMITTEE DETERMINES OTHERWISE AND MODIFIED AS NEEDED TO CONFORM TO THE APPLICABLE VESTING ACCELERATION PROVISIONS: which shall be deemed to include any acceleration of vesting provisions included in Grantee’s written employment or other written agreement with the Company entered into on or prior to the Date of Grant that applies to restricted stock (each of which such provision is incorporated by reference herein)], subject to Section 15 of the Plan.  Shares of Restricted Stock shall not vest in the Grantee in accordance with any of the provisions of this Agreement unless the Grantee shall have remained a Service Provider from the Vesting Commencement Date through the applicable vesting date.

4.            Administrator Discretion .  The Administrator, in its discretion, may accelerate the vesting of the balance, or some lesser portion of the balance, of the unvested Shares of Restricted Stock at any time, subject to the terms of the Plan.  If so accelerated, such Shares will be considered as having vested as of the date specified by the Administrator.

5.            Forfeiture .  Notwithstanding any contrary provision of this Agreement, the balance of the Shares of Restricted Stock that have not vested at the time the Grantee ceases to be a Service Provider will be forfeited and automatically transferred to and reacquired by the Company at no cost to the Company.  The Grantee shall not be entitled to a refund of any of the price paid for the Shares of Restricted Stock forfeited to the Company pursuant to this Paragraph 5.  The Grantee hereby appoints the Escrow Agent with full power of substitution, as the Grantee’s true and lawful attorney-in-fact with irrevocable power and authority in the name and on behalf of the Grantee to take any action and execute all documents and instruments, including, without limitation, stock powers which may be necessary to transfer the certificate or certificates evidencing such unvested Shares to the Company upon such cessation of the Service Provider relationship.

6.            Death of Grantee .  Any distribution or delivery to be made to the Grantee under this Agreement will, if the Grantee is then deceased, be made to the administrator or executor of the Grantee’s estate.  Any such administrat