MONSTER WORLDWIDE, INC. NON-EMPLOYEE DIRECTOR RESTRICTED STOCK AGREEMENT
Exhibit 10.2
Annual Director Grant
MONSTER WORLDWIDE, INC.
THIS NON-EMPLOYEE DIRECTOR RESTRICTED STOCK AGREEMENT (the “Agreement”) is made, effective as
of [ ], 201[_] (the “Grant Date”), by and between MONSTER WORLDWIDE, INC., a Delaware
corporation (hereinafter called the “Company”), and [ ] (hereinafter called
the “Non-Employee Director”).
WITNESSETH:
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 Anniversary of Grant Date |
25 | % | ||
Second Anniversary of Grant Date |
25 | % | ||
Third Anniversary of Grant Date |
25 | % | ||
Fourth Anniversary of Grant Date |
25 | % | ||
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.
Annual Director Grant
(b) If the Non-Employee Director’s service as a member of the Board terminates for any reason
(other than death or disability (as determined by the Board Committee)), including as a result of
the Non-Employee Director’s failure to be renominated or reelected as a director, then the
Restricted Stock, to the extent not then vested, shall be forfeited by the Non-Employee Director to
the Company without consideration; provided, however, that if the Non-Employee Director’s continued
service terminates because of the Non-Employee Director’s death or disability (as determined by the
Board Committee), 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 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.
(e) Notwithstanding any provision of this Agreement to the contrary, any and all dividends
(whether cash, Common Stock, securities or other property) that may be payable with respect to
Restricted Stock that is not vested at the time such dividend is payable shall not be paid.
Instead, dividends on such unvested Restricted Stock shall vest, become nonforfeitable and be paid
or delivered (without interest), if at all, when, as and only to the extent that the Restricted
Stock in respect of which such dividend was payable shall vest and become nonforfeitable pursuant
to this Agreement. Any dividends on such unvested Restricted Stock shall be forfeited when such
Restricted Stock in respect of which such dividend was payable shall be forfeited, and references
in this Agreement to Restricted Stock that is not vested shall include the dividends payable in
respect of such unvested Restricted Stock.
3. 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 evidencing the Restricted Stock shall be issued by the
Company. The Non-Employee Director shall be the record owner of the Restricted Stock until such
Restricted Stock is forfeited pursuant to Section 2 hereof. As record owner, the Non-Employee
Director shall be entitled to all rights of a holder of the Common Stock, except (1) as set forth
in Section 2(e) of this Agreement, (2) that any and all shares of Common Stock or other securities
received by the Non-Employee Director with respect to the unvested Restricted Stock as a result of
a stock split, spin-off, split-off, recapitalization, capital reorganization, reclassification of
shares of Common Stock, merger or consolidation shall be deemed to be Restricted Stock subject to
all of the provisions of this Agreement and shall vest at the same time as the Restricted Stock
giving rise to such additional shares or securities received, and
(3) that until the Restricted Stock Vesting Date, the Restricted Stock shall be subject to the
limitations on transfer set forth in the Plan and Section 8 of this Agreement, and the Company may
so limit transfers of the Restricted Stock on its books. The Non-Employee Director agrees to take
such action and execute such instruments which the Company may deem necessary or advisable to
accept, maintain, receive or transfer the Restricted Stock in accordance with the Plan and this
Agreement.
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Annual Director Grant
5. No Right to Continue as a Non-Employee Director. Nothing in this Agreement shall
give the Non-Employee Director any right to continue as a director of the Company.
6. Plan Provisions. The provisions of the Plan shall govern, and if or to the extent
that there are inconsistencies between those provisions and the provisions hereof, the provisions
of the Plan shall govern. The Non-Employee Director acknowledges receipt of a copy of the Plan
prior to the execution of this Agreement.
7. Binding Effect; Headings. This Agreement shall be binding upon and shall inure to
the benefit of the parties hereto and their respective successors and permitted assigns. The
subject headings of Sections are included for the purpose of convenience only and shall not affect
the construction or interpretation of any of the provisions of this Agreement.
8. Non-Assignability, Etc. The Restricted Stock may not be assigned, alienated,
pledged, attached, hypothecated, sold or otherwise transferred or encumbered by the Non-Employee
Director and any such purported assignment, alienation, pledge, attachment, sale, transfer or
encumbrance of the Restricted Stock shall be void and unenforceable against the Company.
9. Securities Law; Xxxxxxx Xxxxxxx. The Board Committee may from time to time impose
any conditions on the Restricted Stock as it deems necessary or advisable to ensure that the Plan,
this Agreement and the issuance and resale or any securities comply with all applicable securities
laws, including without limitation Rule 16b-3 under the Exchange Act and the Securities Act. Such
conditions may include, among other things, the requirement that certificates for shares of Common
Stock to be issued to the Non-Employee Director hereunder contain a restrictive legend in such form
and substance as may be determined by the Board Committee. Without limiting the foregoing, it is
understood that Affiliates of the Company may resell Common Stock only pursuant to an effective
registration statement under the Securities Act, pursuant to Rule 144 under the Securities Act, or
pursuant to another exemption from registration under the Securities Act. The Non-Employee Director
understands and agrees that any and all transactions involving shares of Common Stock or other
securities of the Company must comply with applicable laws, rules, regulations and policies,
including but not limited to the Company’s policy regarding xxxxxxx xxxxxxx, which policy, among
other things, prohibits transactions involving shares of Common Stock or other securities of the
Company by individuals who have material non-public information relating to the Company.
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Annual Director Grant
10. General. This Agreement shall be governed by and construed in accordance with the
laws of the State of New York (other than the conflict of laws provisions thereof). This Agreement
constitutes the entire agreement between the parties with respect to the subject matter hereof.
The Non-Employee Director has not relied on any representation not set forth in this Agreement.
11. Amendment or Modification; Waiver. This Agreement may be amended, modified,
superseded, canceled, renewed or extended, and the terms or covenants hereof may be waived, only by
a written instrument executed on behalf of the Company (as authorized by the Committee) and the
Non-Employee Director.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement.
| MONSTER WORLDWIDE, INC. |
||||
| By: | ||||
| Name: | ||||
| Title: | ||||
Agreed and acknowledged as of the date first above written:
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