EXHIBIT 10.2
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 Securities Act of 1933, as amended (the "Securities Act"),
and any applicable securities laws of various states.
B. Acquiror has such knowledge and experience in financial and
business matters and such experience in evaluating and investing in companies
such as TMP as to be capable of evaluating the merits and risks of an investment
in the Shares. Acquiror has the financial ability to bear the economic risk of
Acquiror's investment in the Shares, has adequate means for providing for
Acquiror's current needs and contingencies and has no need for liquidity with
respect to Acquiror's investment in the Shares .
C. 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.
D. 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 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.
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 is an "Accredited Investor" as that term is defined in
Rule 501(a) of Regulation D under the Securities Act by reason of being (i) a
natural person who had an individual income in excess of $200,000 in each of the
two most recent years or joint income with that person's spouse in excess of
$300,000 in each of those years and has a reasonable expectation of reaching the
same income level in the current year or (ii) a natural person whose individual
net worth, or joint net worth with
that person's spouse, at the date of this agreement exceeds $1,000,000.
H. Acquiror understands and acknowledges that neither the 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.
I. The representations, warranties and agreements of Acquiror in this
Agreement shall survive the execution and delivery of this Agreement.
J. Acquiror understands that all certificates for any and all Shares
issued to Acquiror 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."
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:
