EXHIBIT 10.3
STOCK BONUS AGREEMENT
Stock Bonus Agreement ("Agreement"), dated as of January 4, 1999, between
TMP Worldwide Inc., a Delaware corporation with an address of 0000 Xxxxxxxx,
00xx Xxxxx, Xxx Xxxx, XX 00000 ("TMP"), and name("Acquiror"), an employee of or
consultant to TMP or one of its subsidiaries whose residence address is address.
1. On the basis of Acquiror's representations and warranties in this
Agreement, TMP hereby issues to Acquiror share no. unregistered shares of its
common stock, $.001 par value per share (the shares so issued to Acquiror are
hereby collectively referred to as the "Shares").
2. As a material inducement to TMP to enter into this Agreement and to
issue the Shares in accordance with the terms of this Agreement, Acquiror hereby
represents and warrants to TMP as follows:
A. Acquiror acknowledges that Acquiror's representations, warranties
and agreements contained herein are being relied on by TMP as the basis for the
exemption of the issuance of the Shares to Acquiror from the registration
requirements of the United States (as defined below) Securities Act of 1933, as
amended (the "Securities Act"), and any applicable securities laws of various
states of the United States.
B. Acquiror is acquiring the Shares for investment purposes only, and
not with a view to, or for resale in connection with, any distribution thereof.
Acquiror understands that the Shares have not been and will not be registered
under the Securities Act, or under the securities laws of various states of the
United States, by reason of a specified exemption from the registration
provisions thereunder and that the Shares may only be sold pursuant to the
Securities Act or pursuant to an exemption therefrom.
C. Acquiror has relied upon independent investigations made by
Acquiror or Acquiror's representatives and is fully familiar with the business,
results of operations, financial condition, prospects and other affairs of TMP.
Acquiror has, among other things, received and carefully reviewed (i) TMP's
Registration Statement on Form S-1 (No. 333-12471), (ii) TMP's Registration
Statement on Form S-1 (No. 333-31657), (iii) TMP's Annual Report on Form 10-K
for the fiscal years ended December 31, 1996 and December 31, 1997, (iv) TMP's
proxy statements dated May 19, 1997 and April 27, 1998, (v) TMP's Quarterly
Reports on Form 10-Q for the fiscal quarters ended March 31, 1998, June 30, 1998
and September 30, 1998, and (vi) all other information filed by TMP pursuant to
the Securities Act or United States Securities Exchange Act of 1934, as amended.
Acquiror acknowledges that in connection with the transactions contemplated
hereby, neither TMP nor anyone acting on its behalf or any other person has
made, and Acquiror is not relying upon, any representations, statements or
projections concerning TMP, its present or projected results of operations,
financial condition, prospects, present or future plans, products and services,
or the value of the Shares or any other matter in relation to TMP's business or
affairs. Acquiror has had an opportunity to discuss TMP's business, management,
financial affairs and acquisition plans with its management, to review TMP's
facilities, and to obtain such additional information concerning Acquiror's
investment in the Shares in order for Acquiror to evaluate its merits and risks,
and Acquiror has determined that the Shares are a suitable investment for
Acquiror.
D. Acquiror is not a U.S. Person (as defined below) and is not
acquiring the Shares for the account or benefit of a U.S. Person. Without in any
way limiting the provisions of this Agreement, Acquiror shall not directly or
indirectly transfer any Shares into the United States or to or for the benefit
of a U.S. Person for a period of one year after the date hereof.
E. Acquiror acknowledges that no action has been taken that would
permit an offering of Shares to the public in the jurisdiction in which Acquiror
is resident or located or in any other jurisdiction where action for that
purpose would be required and, accordingly, no Shares may be resold in any
jurisdiction in any manner that would result in the characterization of the
transactions contemplated hereby or the offer of Shares as a public offering.
F. Acquiror is aware that no federal or state or other agency has
passed upon or made any finding or determination concerning the fairness of the
transactions contemplated by this Agreement or the adequacy of the disclosure
provided hereby, and Acquiror must forego the security, if any, that such a
review would provide.
G. Acquiror understands and acknowledges that neither the United
States Internal Revenue Service nor any other tax authority has been asked to
rule on the tax consequences of the transactions contemplated hereby and
accordingly, in making Acquiror's decision to acquire Shares Acquiror has relied
upon the investigations of Acquiror's own tax and business advisers in addition
to Acquiror's own independent investigations, and that Acquiror and Acquiror's
advisers have fully considered all the tax consequences of Acquiror's
acquisition of the Shares.
H. The representations, warranties and agreements of Acquiror in this
Agreement shall survive the execution and delivery of this Agreement.
I. Acquiror understands that all certificates for any and all Shares
issued to Acquiror shall bear a legend in substantially the following form:
"THE SECURITIES HAVE NOT BEEN REGISTERED WITH THE UNITED STATES SECURITIES AND
EXCHANGE COMMISSION UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED, OR THE
SECURITIES COMMISSION OF ANY STATE UNDER ANY STATE SECURITIES LAWS. THEY ARE
BEING OFFERED PURSUANT TO A SAFE HARBOR FROM REGISTRATION UNDER REGULATION S
("REGULATION S") PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THE
SECURITIES MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE UNITED
STATES OR TO U.S. PERSONS (AS SUCH TERM IS DEFINED IN REGULATION S) UNLESS THE
SECURITIES ARE REGISTERED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS, OR
SUCH OFFERS, SALES AND TRANSFERS ARE MADE PURSUANT TO AN AVAILABLE EXEMPTION OR
SAFE HARBOR FROM THE REGISTRATION REQUIREMENTS OF THOSE LAWS.
J. DEFINITIONS. For purposes of this Agreement, the following terms
shall have the meanings ascribed to them below:
(1). "U.S. Person" means:
(i) any natural person resident in the United States;
(ii) any partnership or corporation organized or incorporated under the
laws of the United States;
(iii) any estate of which any executor or administrator is a U.S. Person;
(iv) any trust of which any trustee is a U.S. Person;
(v) any agency or branch of a foreign entity located in the United States;
(vi) any non-discretionary account or similar account (other than an estate
or trust) held by a dealer or other fiduciary for the benefit or
account of a U.S. Person;
(vii) any discretionary account or similar account (other than an estate or
trust) held by a dealer or other fiduciary organized, incorporated, or
(if an individual) resident in the United States; and
(viii) any partnership or corporation if:
(a) organized or incorporated under the laws of any foreign
jurisdiction; and
(b) formed by U.S. Person principally for the purpose of investing in
securities not registered under the Securities Act, unless it is
organized incorporated, and owned, by accredited investors (as
defined in Rule 501(a) under the Securities Act) who are not
natural persons, estates or trusts.
(2). "United States" means the United States of America, its territories
and possessions and any state of the United States (including for purposes
hereof the District of Columbia).
3. This Agreement (i) constitutes the entire agreement between the parties
with respect to the subject matter hereof and supersedes any previous
arrangements relating thereto, (ii) may be signed in counterparts, (iii) shall
be governed by the laws of the state of New York, United States of America
(other than the conflicts of laws provisions thereof), (iv) may not be amended,
terminated or waived orally and (v) may not be assigned by Acquiror. Acquiror
has not relied on any representation not set forth in this Agreement.
TMP Worldwide Inc.
By:
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Name:
Title:
