Exhibit 10.3
MONSTER WORLDWIDE,
INC.
RESTRICTED STOCK
AGREEMENT
THIS 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 “Participant”).
W I T N E S S E T
H:
WHEREAS, the
Committee desires to award to the Participant 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 Participant 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 Participant’s continuous employment by the
Company and its Affiliates, the Restricted Stock granted to the
Participant 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”),
[ provided that the performance conditions on attached
Schedule A have been satisfied prior to the first Restricted Stock
Vesting Date. If the performance conditions on Schedule A
have not been satisfied prior to the first Restricted Stock Vesting
Date, all of the shares of Restricted Stock granted pursuant to
this Agreement shall terminate and be forfeited as of the first
Restricted Stock Vesting Date ] :
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Date
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Percentage of Restricted
Stock Becoming Vested
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First Anniversary of
Grant Date
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%
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Second Anniversary of
Grant Date
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%
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Third Anniversary of
Grant Date
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%
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Fourth Anniversary of
Grant Date
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%
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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
1
vest and become
nonforfeitable when such fractional share of Common Stock
aggregates a whole share of Common Stock.
(b)
If the Participant’s continued employment by the Company and
its Affiliates is terminated or terminates for any reason (other
than death or Disability), then the Restricted Stock, to the extent
not then vested, shall be forfeited by the Participant to the
Company without consideration; provided, however, that if the
Participant’s continued service terminates because of the
Participant’s death or Disability, then the Restricted Stock,
to the extent not then vested and not previously forfeited, shall
immediately become fully vested.
(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 Change in Control. In the
event that a Change in Control occurs on a date prior to the date
that a Participant is determined to be Disabled for purposes of the
Plan and this Agreement, but the Committee, in its sole
determination, expects the Participant to be Disabled at the end of
the 9-month period referred to in Section 3(a) of
this Agreement, then all of the unvested Restricted Stock of such
Participant, to the extent not previously forfeited, shall vest
upon the date of the Change in Control.
(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.
Certain Definitions . Capitalized terms not
otherwise defined herein shall have the same meanings as in the
Plan. The following term shall have the following
meaning:
(a)
“ Disability ” or “ Disabled
” means, notwithstanding any definition in the Plan, that, in
the determination of the Committee, the Participant is both
(i) unable to engage in any substantial gainful activity by
reason of any medically determinable physical or mental impairment
that can be expected to result in death or that can be expected to
last for a continuous period of not less than 12 months and
(ii) (x) in case the Participant is eligible for the long
term disability program offered to United States-based employees by
the Company or its Affiliates, the Participant has actually
received long term disability benefits for no less than 9 months or
(y) in case the Participant is not eligible for such long term
disability program solely by virtue of not having been based in the
United States, the Participant would have been eligible to receive
long term disability benefits for no less than 9 months but for the
Participant not being based in the United States. For
purposes of Section 2(b) above, it is understood
that the Disability shall be deemed to be incurred on the last day
of the 9-month period contemplated in clause (ii) of the
immediately preceding sentence. In the event the Participant
has met the condition set forth in clause (i) of the first
sentence of this definition but does not satisfy the condition set
forth in clause (ii) of this definition solely by reason of
the Participant’s death, then the provisions of such clause
(ii) shall be deemed to have been satisfied and for purposes
of Section 2(b) above the Disability shall be
deemed to be incurred on the date of such death.
2
4.
Delivery of Restricted Stock. The Restricted Stock
hereby awarded shall be maintained in “book-entry”
form, registered in the Participant’s name on the stock
transfer books of the Company, and no actual certificates therefore
shall be delivered by the Company. As a condition to the
receipt of the Restricted Stock, the Participant is required to
open an account with the third party administering the
Company’s equity awards programs (currently Charles Schwab)
(the “Administrator”), and [ , subject to the
applicable performance conditions on Schedule A having been
satisfied, ] as and to the extent such Restricted Stock
shall vest pursuant to Section 2 , the Company shall
cause the shares of vested Restricted Stock (net of any shares
required to be withheld) to be credited to the Participant’s
account with the Admi
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