Exhibit 10.1
STOCK BONUS AGREEMENT
Stock Bonus Agreement ("Agreement"), dated as of May 19, 1998, between TMP
Worldwide Inc. ("TMP") with an address of 0000 Xxxxxxxx, 00xx Xxxxx, Xxx Xxxx,
XX 00000 and name ("Employee"), an employee of Xxxxxxx, Xxxxx & Xxxxxxx, Inc.
("JSK") whose home address is address.
TMP wishes to retain Employee's services for the benefit of its
wholly-owned subsidiary JSK and to grant Employee the opportunity to receive
certain unregistered shares of TMP's common stock, $.001 par value per share
(the "Common Stock").
Employee and TMP hereby agree as follows:
1. Subject to the satisfaction of the terms and conditions of this
Agreement, promptly after May 5, 1999, TMP shall issue to Employee share no.
shares of its Common Stock (such share no. shares of Common Stock are sometimes
referred to as the "Shares").
2. The Shares shall be issued to Employee only if each of the following
conditions is satisfied:
(a) Employee signs and delivers this Agreement to TMP on or
before June 5, 1998;
(b) Employee remains in the continuous employ of JSK between
May 6, 1998 through and including May 5, 1999, PROVIDED HOWEVER that solely in
the event (i) Employee's employment with JSK has been terminated by JSK without
Cause (as defined in paragraph 3 below) prior to May 5, 1999 or (ii) Employee
dies or suffer a Disability (as defined in paragraph 3 below) prior to May 5,
1999 while still employed by JSK (or while on short or long term disability from
employment with JSK), then the condition set forth in this paragraph 2(b) shall
be inapplicable; and
(c) Employee's representations and warranties set forth in
EXHIBIT A hereto, which are hereby incorporated into this Agreement by
reference, are and shall be true and correct in all material respects as of the
date of this Agreement and as of May 5, 1999, and by signing this Agreement
Employee confirms that such representations are true and correct as of the date
of this Agreement and shall be true and correct as of May 5, 1999.
3. (a) As used in this Agreement, "Cause" shall mean the occurrence of
any of the following events: (i) Employee's willful failure or gross negligence
in performance of Employee's duties or compliance with reasonable directions of
the Chief Executive Officer of JSK (the "CEO") that continues unremedied for a
period of ten (10) business days after the CEO has given Employee written notice
specifying in reasonable detail Employee's failure to perform such duties or
comply with such directions; (ii) Employee's commission of (a) a felony, (b)
criminal dishonesty, (c) any crime involving moral turpitude or (d) fraud; or
(iii) a material breach by Employee of any of the terms or conditions of
Employee's employment or the employment policies of JSK or TMP that continues
unremedied for a period of ten (10) business days after the CEO has given
written notice to Employee specifying in reasonable detail Employee's breach
thereof.
(b) As used in this letter agreement, "Disability" is
Employee's inability to perform, by reason of physical or mental incapacity,
Employee's duties or obligations of employment for a total period of 120 days
between the date of this Agreement and May 5, 1999, as determined by the CEO in
his reasonable discretion.
4. All notices or other communications to be given or delivered in
connection with this Agreement shall be in writing and shall be deemed to have
been properly served if delivered personally, by courier, or by certified or
registered mail, return receipt requested and first class postage prepaid, in
each case to the parties at their addresses set forth above, in the case of
notices to TMP, to the attention of Xxxx Xxxxxxx and Xxxxx Xxxxxxxxxx, or such
other addresses as the recipient party has specified by prior written notice to
the sending party. All such notices and communications shall be deemed received
upon the actual delivery thereof in accordance with the foregoing.
5. 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 (other than the conflicts of
laws provisions thereof), (iv) shall not in modify or affect the terms and
conditions of Employee's employment, (v) may not be amended, terminated or
waived orally and (vi) may not be assigned by Employee.
TMP Worldwide Inc.
By:
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Name: Xxxxxx X. Xxxxxxxx Name of Employee
Title: Vice Chairman
May 19, 1998
Dear :
We at TMP Worldwide are extremely pleased that Xxxxxxx,
Xxxxx & Xxxxxxx is now part of the TMP family of companies. We also recognize
that you have been one of the key employees of Xxxxxxx, Xxxxx & Xxxxxxx.
Therefore, TMP wishes to reward you and encourage you to
continue to help JSK grow, by granting you the opportunity to own shares of TMP
Worldwide stock. This stock is the same class of common stock that Xxxx received
in exchange for the stock of Xxxxxxx, Xxxxx & Xxxxxxx. It is unregistered and is
subject to some restrictions, but you do not need to pay TMP for the shares. For
example, in order to receive your shares you must remain an employee of JSK for
one year from the date of the merger closing of May 6, 1998. In addition, in
order to comply with securities laws, you must make certain representations as
to your sophistication as an investor and related matters. All the terms and
conditions of the grant are included in the enclosed Stock Bonus Agreement which
must be signed by you and returned to TMP in order for the grant to be
effective.
Please note that you will have tax consequences upon issuance
of the shares to you and you should consult with your tax advisor for full
details.
We hope you are pleased to receive this grant and that it
proves to have great value as we grow this company together.
Very truly yours,
Xxxxxx X. XxXxxxxx
Chairman and CEO
EXHIBIT A
As a material inducement to TMP to enter into this Agreement
and to issue the Shares in accordance with the terms thereof, Employee hereby
represents and warrants to TMP as of the date of this Agreement and as of May 5,
1999, as follows:
(1) Employee is acquiring the Shares for investment for Employee's own account,
for investment purposes only, and not with the view to, or for resale in
connection with, any distribution thereof. Employee understands that the Shares
have not been registered under the Securities Act of 1933, as amended (the
"Securities Act"), or under the securities laws of various states, by reason of
a specified exemption from the registration provisions thereunder which depends
upon, among other things, the bona fide nature of Employee's investment intent
as expressed herein. Employee is an "Accredited Investor" as that term is
defined in Rule 501(a) of Regulation D under the Securities Act by reason of
being a natural person who had an individual income in excess of $200,000 in
each of the two most recent years and has a reasonable expectation of reaching
the same income level in the current year.
(2) Employee acknowledges that the Shares must be held indefinitely unless they
are subsequently registered under the Securities Act and under applicable state
securities laws or an exemption from such registration is available. Employee
has been advised or is aware of the provisions of Rule 144 promulgated under the
Securities Act which permits limited resale of the securities purchased in a
private placement subject to the satisfaction of certain conditions including,
among other things, the availability of certain current public information about
TMP and compliance with applicable requirements regarding the holding period and
the amount of securities to be sold and the manner of sale. Employee understands
that only TMP can take action to register the Shares and, except to the limited
extent expressly provided in a Registration Rights Agreement, dated as of May 6,
1998, among TMP, Xxxx Xxxxxxx and certain other parties to which Employee may
become a party, TMP is under no obligation to do so, and does not otherwise
propose to do so.
(3) Employee has received and carefully reviewed (i) TMP's Registration
Statement on Form X-0, Xx. 000- 00000, (xx) 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, and (v) all other information filed by
TMP pursuant to the Securities Act or the Securities Exchange Act of 1934, as
amended.
(4) Employee 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 to
Employee and Employee therefore does not have the information that such a review
would provide. Employee understands and acknowledges that neither the Internal
Revenue Service nor any other tax authority has been asked to rule on nor has it
ruled on the tax consequences of the transactions contemplated hereby. Employee
acknowledges that Employee has been advised to verify the tax consequences of
this Agreement and the potential issuance of the Shares to Employee with
Employee's tax advisors.
(5) Employee understands that all certificates for any Shares which may be
issued to Employee shall bear a legend in substantially the following form:
"THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED, OR QUALIFIED UNDER ANY STATE SECURITIES LAWS.
THE SECURITIES MAY NOT BE OFFERED, SOLD, TRANSFERRED OR OTHERWISE
DISPOSED OF WITHOUT SUCH REGISTRATION OR THE DELIVERY TO THE ISSUER OF
AN OPINION OF COUNSEL, SATISFACTORY TO THE ISSUER, THAT SUCH
DISPOSITION WILL NOT REQUIRE REGISTRATION OF SUCH SECURITIES UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS."
Prior to the issuance of any Shares to Employee, Employee (or his
personal legal representative in the event of incapacity or death) agrees to
confirm in writing to TMP that these representations and warranties are true and
correct as of May 5, 1999.
