|
Exhibit 10
RESTRICTED STOCK
AGREEMENT
This Restricted Stock Award
Agreement (the “Agreement”) is made effective as of
«effective_date» (the “Effective Date”)
between «First» «Initial» «Last» (the
“Employee”) and MPS Group, Inc., a Florida corporation
(the “Company”).
W I T N E S S E T
H T H A T:
WHEREAS, the Company has
awarded to Employee «shares» shares (the
“Shares”) of the Company’s common stock, $.01 par
value per share (the “Stock”), effective as of the
Effective Date, pursuant to the 2004 Equity Incentive Plan (the
“Plan”), as a reward for prior service and as an
incentive to remain with the Company or its subsidiaries or
affiliates and to work to increase the value of the Stock;
and
WHEREAS, the Shares are
subject to the terms and conditions hereinafter
provided;
NOW, THEREFORE, the Company
and the Employee agree to the foregoing and as follows:
1. AWARD. The Employee hereby is granted
«shares» Shares as of the Effective Date subject to all
the terms and conditions of this Agreement.
2. STOCK CERTIFICATE; UNCERTIFICATED
STOCK.
| |
(a) |
The Company may in its discretion issue one or more stock
certificates (the “Certificate(s)”) in the name of the
Employee for the Shares which Employee hereby acknowledges and
agrees would be subject to and bear the following
legend: |
“The transferability of
this certificate and the shares of stock represented hereby are
subject to the terms and conditions (including forfeiture) of a
Restricted Stock Agreement entered into between the registered
owner and MPS Group, Inc., effective as of
«effective_date». Copies of such Agreement are on file in
the offices of the Secretary, MPS Group, Inc., 1 Independent Drive,
Jacksonville, Florida 32202.”
The Employee shall forfeit
and/or return the Certificate(s) to the Company upon the forfeiture
of any Shares, pursuant to this Agreement. Thereafter, the Company
shall reissue Stock pursuant to Section 2(c) of this Agreement for
the number of Shares, if any, which were not forfeited. The new
Stock, if any, and the Shares represented thereby, shall remain
subject to this Agreement.
| |
(b) |
The Company may in its discretion issue in the name of the
Employee the Shares in an uncertificated form as properly recorded
in the books and records of the Company, including its stock
transfer book, which Shares Employee hereby acknowledges and agrees
would be subject to the same restrictions and limitations on
transferability (including forfeiture) as are set forth for the
Certificate(s) in Section 2(a) of this Agreement. |
| |
(c) |
In the event that Shares are forfeited pursuant this Agreement,
(i) if a Certificate has been issued pursuant to Section 2(a)
hereof, the Company shall reissue a Certificate pursuant to Section
2(a) of this Agreement for the number of Shares, if any, which were
not forfeited and (ii) if no Certificate has been issued and the
Shares are uncertificated in accordance with Section 2(b) hereof,
then the forfeiture of the Shares shall be recorded in the books
and records of the Company, including its stock transfer book.
Notwithstanding the foregoing, all unforfeited Shares held by
Employee pursuant to this Agreement shall remain subject to the
terms of this Agreement and the Plan. |
3. VESTING OF SHARES. The Employee
agrees the Shares shall vest on the date and in the amount as
follows:
|
|
|
|
Vesting
Date
|
|
Number of Shares
Vested |
|
«Vest_1»
|
|
«Vest_Share_1» |
|
«Vest_2»
|
|
«Vest_Share_2» |
|
«Vest_3»
|
|
«Vest_Share_3» |
|
«Vest_4»
|
|
«Vest_Share_4» |
|
«Vest_5»
|
|
«Vest_Share_5» |
|
«Vest_6»
|
|
«Vest_Share_5» |
|
«Vest_7»
|
|
«Vest_Share_7» |
| |
(a) |
If the Employee shall cease to be employed by the Company, or
any affiliate or subsidiary thereof such that Employee is no longer
employed in any capacity with the group of companies affiliated
with the Company, and such termination of employment is both (i)
for Cause on the part of the Company or without Good Reason on the
part of Employee (as the terms Cause and Good |
|
