Exhibit 10.4
MONSTER WORLDWIDE,
INC.
RESTRICTED STOCK UNIT
AGREEMENT
This RESTRICTED STOCK UNIT 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 (the “Plan”) a grant of Restricted Stock
Units (referred to herein as “RSUs”) upon the terms and
conditions set forth in this Agreement.
NOW, THEREFORE
, the parties hereto agree
as follows:
1.
Grant of
RSUs .
Subject to the terms and conditions of this Agreement and the Plan,
the Committee hereby grants to the Participant
[ ]
RSUs as of the date of this agreement (the “Grant
Date”). The RSUs shall vest and payment in respect of such
RSUs shall be made, if at all, in accordance with
Section 2 hereof.
2.
Vesting
.
(a)
The RSUs granted to the
Participant shall vest and payment in respect of such number of
RSUs shall be made as to the percentage of the RSUs indicated on
the dates specified below (each a “RSU Vesting Date”),
provided that the Participant has remained in the continuous
employment of the Company or any of its Affiliates from the Grant
Date through and including each applicable RSU Vesting Date
[ and further provided that the performance conditions on
attached Schedule A have been satisfied prior to the first RSU
Vesting Date. If the performance conditions on Schedule A
have not been satisfied prior to the first RSU Vesting Date, all of
the RSUs granted pursuant to this Agreement shall terminate and be
forfeited as of the first RSU Vesting Date ] :
|
Date
|
|
Incremental Percentage
of Award Being Vested
|
|
|
First Anniversary of Grant Date
|
|
—
|
%
|
|
Second Anniversary of Grant Date
|
|
—
|
%
|
|
Third Anniversary of Grant Date
|
|
—
|
%
|
|
Fourth Anniversary of Grant Date
|
|
—
|
%
|
Any
fractional RSUs resulting from the strict application of the
incremental percentages set forth above will be disregarded and the
actual number of RSUs becoming vested on any specific RSU Vesting
Date will cover only the full number of RSUs determined by applying
the relevant incremental percentage.
(b)
In the event that during
the period of the Participant’s employment with the Company
or one of its Affiliates after the Grant Date:
1
(i)
the Participant dies,
or
(ii)
the Participant incurs a
Disability,
(such events are collectively referred to as
“Acceleration Events”), then all outstanding unvested
RSUs shall immediately vest as of the date of the applicable
Acceleration Event, subject to Section 2(d)
below.
(c)
In the event that during
the period of the Participant’s employment with the Company
or one of its Affiliates after the Grant Date a Change in Control
shall occur, then all outstanding unvested RSUs that have not been
forfeited prior to the date of such Change in Control shall vest on
the date of such Change in Control. In the event that the
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 4(a) of this
Agreement, then all of the unvested RSUs 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 Sections 2(a), 2(b) or 2(c) above is
not a Business Day (as defined below), 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.
(e)
As a condition to the
receipt of the RSUs, the Participant is required to open an account
with the third party administering the Company’s equity
awards programs (currently Charles Schwab) (the
“Administrator”). On or as soon as reasonably
practicable following the applicable RSU Vesting Date (but in no
event later than the end of the calendar year in which such date
occurs), [ subject to the applicable performance conditions
on Schedule A having been satisfied ] , the Company shall
deliver to the Participant’s account with the Administrator
one share of Common Stock with respect to each whole RSU that vests
on such date, subject to Sections 3 and 7 below. Upon
such delivery, all obligations of the Company with respect to each
such RSU shall be deemed satisfied in full.
3.
Certain Changes; Rights
as a Stockholder . The number and class of shares of
Common Stock which are distributable to the Participant with
respect to any RSU covered by this Agreement shall be adjusted
proportionately or as otherwise appropriate to reflect any increase
or decrease in the number of issued shares of Common Stock
resulting from a stock split, spin-off, split-off, split-up,
recapitalization, capital reorganization, reclassification of
shares of Common Stock, merger or consolidation, or any like
capital adjustment, or the payment of any stock dividend, and/or to
reflect a change in the character or class of shares covered by the
Plan arising from a readjustment or recapitalization of the
Company’s capital stock, in each case as determined by the
Committee. The Participant shall not have any rights to cash
dividends, voting rights or other rights of a stockholder with
respect to the RSUs covered by this Agreement until the Company
delivers Common Stock to the Participant’s account in
accordance with Section 2(e) .
4.
Definitions
. Capitalized terms
not otherwise defined herein shall have the same meanings as in the
Plan. The following term shall have the following
meaning:
2
(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 which can be expected to result in death or
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 being 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 Partic
|
