EXHIBIT 4.3
HUDSON HIGHLAND GROUP,
INC.
STOCK OPTION
AGREEMENT
STOCK OPTION AGREEMENT
(“Agreement”) made as of
the [DAY]th day of [MONTH], [YEAR] (the “Grant Date”),
by and between HUDSON HIGHLAND GROUP, INC. , a Delaware
corporation (the “Company”) and [FIRST NAME LAST NAME]
(the “Optionee”).
W I T N E S S E T
H:
WHEREAS , pursuant to the Hudson Highland Group, Inc.
2009 Incentive Stock and Awards Plan (the “Plan”), the
Company desires to grant to the Optionee and the Optionee desires
to accept an option to purchase shares of common stock, $.001 par
value, of the Company (the “Common Stock”) upon the
terms and conditions set forth in this Agreement.
NOW, THEREFORE
, the parties hereto agree as
follows:
1. Grant . Subject to the
terms and conditions set forth herein, the Company hereby grants to
the Optionee an option to purchase up to [OPTIONS] shares of Common
Stock at a purchase price per share of $[PRICE]. This option is
intended to be treated as an option that does not qualify as an
incentive stock option within the meaning of Section 422 of
the Internal Revenue Code of 1986, as amended.
2. Vesting . As of the date
of this Agreement, 40% of the option will be vested and
exercisable. Except as specifically provided otherwise herein, the
remainder of the option will vest and become exercisable, if at
all, in accordance with the following schedule based upon the
number of full years of the Optionee’s continuous service
with the Company or an Affiliate (as defined in the Plan) of the
Company following the Grant Date.
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Full Years of Continuous Service
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Incremental
Percentage of
Option
Exercisable
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Cumulative
Percentage of
Option
Exercisable
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1
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20
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%
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60
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%
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2
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20
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%
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80
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%
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3
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20
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%
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100
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%
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If any fractional shares would
result from the strict application of the incremental percentages
set forth above, then the actual number of shares vesting on any
specific date will cover only the full number of shares determined
by rounding the number of shares to be issued from the strict
application of the incremental percentages set forth above to the
nearest whole number. Unless sooner terminated, the option will
expire on the tenth anniversary of the Grant Date.
3. Exercise . Any portion of
the option which has vested and is exercisable may be exercised in
whole or in part by delivering to the Executive Vice President,
Human Resources of the Company (or such other executive officer of
the Company performing a similar function) at its corporate
headquarters in New York, New York (a) a written notice
specifying (1) the number of shares to be purchased,
(2) the Grant Date and the specific number of shares referred
to in Section 1 of this Agreement, (3) the
Optionee’s home address and, if the Optionee has one, the
Optionee’s social security or U.S. taxpayer identification
number and (4) delivery instructions with respect to the
shares of Common Stock issuable upon exercise, and (b) cash
payment in full of the exercise price, together with the amount, if
any, deemed necessary by the Company to enable it to satisfy any
federal, foreign or other tax withholding obligations with respect
to the exercise (unless other arrangements acceptable to the
Company in its sole discretion have been made). The Company may
from time to time change (or provide alternatives to) the method of
exercise of the option granted hereunder by notice to the Optionee,
it being understood that from and after such notice the Optionee
will be bound by the method (or alternatives) specified in any such
notice. The Company (in its sole and absolute discretion) may
permit all or part of the exercise price to be paid with shares of
Common Stock owned by the Optionee, or in installments (together
with interest) evidenced by the Optionee’s secured promissory
note.
4. Issuance of Shares . No
shares of Common Stock shall be delivered hereunder until full
payment for such shares and all related withholding taxes has been
made. The Optionee shall have no rights as a stockholder with
respect to any shares covered by the option until a stock
certificate for such shares is issued to the Optionee. Except as
otherwise provided herein, no adjustment shall be made for
dividends or distributions of other rights for which the record
date is prior to the date such stock certificate is
issued.
5. No Assignment of Option .
This option is not assignable or transferable except upon the
Optionee’s death to a beneficiary designated by the Optionee
in a written beneficiary designation filed with the Company or, if
no duly designated beneficiary shall survive the Optionee, pursuant
to the Optionee’s will and/or by the laws of descent and
distribution, and is exercisable during the Optionee’s
lifetime only by the Optionee or the Optionee’s guardian or
legal representative. Notwithstanding the foregoing, this option
may be transferred to (a) the spouse, children or
grandchildren (the “Immediate Family Members”) of the
Optionee, (b) a trust established for the principal benefit of
the Optionee’s Immediate Family Members, or (c) a
partnership in which the Optionee’s Immediate Family Members
are the only partners. The Optionee may not receive consideration
for such transfer. The Optionee must notify the Company of any
transfers and any subsequent transfers must be approved by the
Company. Following transfer, this option shall continue to be
subject to the same terms and conditions as were applicable
immediately before the transfer, except that the transferee shall
have the right to exercise the option upon the terms and conditions
described herein.
6. Termination of Service .
If the Optionee’s service as a director of the Company ceases
for any reason other than death, then, unless sooner terminated,
that portion of the option which is exercisable on the date the
Optionee ceases service will remain exercisable for a period of two
years after such date but in no event after the expiration of the
option in accordance with Section 2, and the remaining portion
of the option will automatically expire on such date. If the
Optionee’s service cease