Exhibit 10.5
Initial Director
Grant
MONSTER WORLDWIDE,
INC.
NON-EMPLOYEE DIRECTOR
RESTRICTED STOCK AGREEMENT
THIS NON-EMPLOYEE
DIRECTOR RESTRICTED STOCK AGREEMENT (the “Agreement”)
is made, effective as of
[ ],
200[ ] (the “Grant Date”), by and between
MONSTER WORLDWIDE, INC., a Delaware corporation (hereinafter called
the “Company”), and
[ ]
(hereinafter called the “Non-Employee
Director”).
W I T N E S S E T
H:
WHEREAS, the Board
Committee desires to award to the Non-Employee Director pursuant to
the Company’s 2008 Equity Incentive Plan, as amended (the
“Plan”), shares of Common Stock upon such terms and
subject to such forfeiture and other conditions as set forth in
this Agreement (the “Restricted Stock”).
NOW, THEREFORE,
the parties hereto agree as follows:
1.
Grant of the Restricted Stock . Subject to the terms
and conditions of the Plan and this Agreement, the Non-Employee
Director is awarded as Restricted Stock
[ ]
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.
2.
Vesting .
(a)
The Restricted Stock granted to the Non-Employee Director shall
vest and become nonforfeitable immediately on the Grant Date as to
50% of the Restricted Stock and, subject to the Non-Employee
Director’s continuous service as a member of the Board of the
Company, the remaining 50% of the Restricted Stock shall vest and
become nonforfeitable on the first anniversary of the Grant Date
(each a “Restricted Stock Vesting Date”). 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 Non-Employee Director’s service as a member of the
Board terminates for any reason (including as a result of the
Non-Employee Director’s failure to be renominated or
reelected as a director or the Non-Employee Director’s death
or disability) or no reason, then the Restricted Stock, to the
extent not then vested, shall be forfeited by the Non-Employee
Director to the Company without consideration.
(c)
Notwithstanding any other provision of this Agreement 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 date of the Change in
Control.
1
(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.
3.
Definitions . Capitalized terms not otherwise
defined herein shall have the meanings given to such terms in the
Plan.
4.
Delivery of Restricted Stock . The Restricted Stock
hereby awarded shall be maintained in “book-entry”
form, registered in the Non-Employee Dir
