Exhibit 10.6
Annual 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)
Subject to the Non-Employee Director’s continuous service as
a member of the Board of the Company, the Restricted Stock granted
to the Non-Employee Director 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”):
|
Date
|
|
Percentage of Restricted
Stock Becoming Vested
|
|
|
First Annual Meeting of the
Stockholders of the Company
Following the Grant Date
|
|
50
|
%
|
|
|
|
|
|
|
Second Annual Meeting
of the
Stockholders of the Company
Following Grant Date
|
|
50
|
%
|
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.
1
(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.
3.
Certain 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 Director’s name on the
stock transfer books of the Company, and no actual certificates
therefore shall be delivered by the Company. Upon vesting, a
stock certificate evid
