Contract
Exhibit
10.3
2004
STOCK PLAN
(U.S.
SERVICE PROVIDERS)
Grant
# ________
Taleo
Corporation (the “Company”) hereby awards you, [NAME OF EMPLOYEE] (the
“Participant”), the number of performance shares indicated below (the
“Performance Shares”) under the Company’s 2004 Stock Plan (the
“Plan”). Unless otherwise defined herein, the terms used but not
defined in this Performance Shares Award Agreement (the “Award Agreement”) will
have the same defined assigned to them in the Plan. Subject to the provisions of
Appendix A (attached hereto) and of the Plan, the principal features of this
Award are as follows:
Date
of Grant
|
|
Vesting
Commencement Date
|
|
Number
of Performance Shares
|
Subject
to any acceleration provisions contained in the Plan or set forth below, the
Performance Shares will vest in accordance with the following
schedule:
[One-fourth (1/4) of the Performance Shares shall
vest on the one (1) year anniversary of the Vesting Commencement Date, and thereafter one-sixteenth (1/16) of the
Performance Shares shall vest on each quarterly anniversary of the Vesting
Commencement Date, subject to Participant’s remaining a Service Provider through
each applicable vesting date.]*
*Except
as otherwise provided in Appendix A [TO BE INCLUDED UNLESS THE COMPENSATION
COMMITTEE DETERMINES OTHERWISE: or in an employment or other agreement entered
into prior to the date of grant between the Company and Participant as
referenced in Section 3 of the Award Agreement], in the event Participant ceases
to be a Service Provider for any or no reason before Participant vests in the
Performance Shares, the unvested Performance Shares will immediately be
forfeited and Participant’s right to acquire any Shares thereunder will
immediately terminate.
PLEASE BE SURE TO READ ALL OF
APPENDIX A, WHICH CONTAINS THE SPECIFIC TERMS AND CONDITIONS OF THIS AWARD
AGREEMENT.
By
Participant’s signature and the signature of the representative of Taleo
Corporation (the “Company”) below, Participant and the Company agree that this
Award of Performance Shares is granted under and governed by the terms and
conditions of the Plan and this Award Agreement, including this Notice of Grant
and the Terms and Conditions of Performance Shares, attached hereto as Appendix A, all of
which are made a part of this document. Participant has reviewed the
Plan and this Award Agreement in their entirety, has had an opportunity to
obtain the advice of counsel prior to executing this Award Agreement and fully
understands all provisions of the Plan and Award
Agreement. Participant hereby agrees to accept as binding, conclusive
and final all decisions or interpretations of the Administrator upon any
questions relating to the Plan and Award Agreement. Participant
further agrees to notify the Company upon any change in the residence address
indicated below.
PARTICIPANT TALEO
CORPORATION
_______________________________
[NAME]
|
By: __________________________
[NAME
|
|
Title:_____________________________
|
Date:___________________________
|
Date:_____________________________
|
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APPENDIX
A
Until and
unless the Administrator determines otherwise, when Shares are issued as payment
for Performance Shares, the Company (or the employing Parent or Subsidiary) will
withhold a portion of the Shares that have an aggregate market value sufficient
to pay the minimum federal, state, local and foreign income, employment, social
insurance, payroll tax and any other applicable taxes required to be withheld by
the Company (or the employing Parent or Subsidiary) with respect to the Shares
or with respect to which the Grantee has agreed to bear responsibility (the “Tax
Obligations”), unless the Company, in its sole discretion, requires the
Participant to make alternate arrangements satisfactory to the Company for such
withholdings in advance of the arising of any withholding obligations. No
fractional Shares will be withheld or issued pursuant to the grant of
Performance Shares and the issuance of Shares thereunder; instead, the number of
any Shares withheld pursuant to this Section will be rounded down to the nearest
whole Share and, unless determined otherwise by the Company, any additional
withholding necessary for this reason will be done by the Company through the
Participant’s paycheck or through direct payment by the Participant to the
Company in the form of cash or check.
In
addition and to the maximum extent permitted by law, after consultation with the
Company’s Compliance Officer (as defined in the Company’s Xxxxxxx Xxxxxxx
Policy), the Administrator, in its sole discretion and pursuant to such
procedures as it may specify from time to time, may require Participant to
satisfy such tax withholding obligation, in whole or in part (without
limitation) by (a) paying cash or remitting a check, (b) having the Company
withhold otherwise deliverable Shares having a Fair Market Value equal to the
minimum amount required to be withheld, (c) delivering to the Company already
vested and owned Shares having a Fair Market Value equal to the amount required
to be withheld, (d) selling a sufficient number of such Shares otherwise
deliverable to Participant through such means as the Company may determine in
its sole discretion (whether through a broker or otherwise) equal to the amount
required to be withheld, or (e) a combination thereof. In addition
and to the maximum extent permitted by law, the Company (or the employing Parent
or Subsidiary) has the right to retain without notice from salary or other
amounts payable to the Participant, cash having a sufficient value to satisfy
any tax withholding obligations that cannot be satisfied through the withholding
of otherwise deliverable Shares. By accepting this Award, the
Participant expressly consents to the withholding of Shares, and to any cash or
Share withholding as provided for in this Section. All income and
other taxes related to the Performance Share award and any Shares delivered in
payment thereof are the sole responsibility of the Participant.
10. Address for
Notices. Any notice to be given to the Company under the terms
of this Award Agreement will be addressed to the Company, in care of its
Secretary, at Taleo Corporation, 000 Xxxxxx Xxxxxx, Xxxxxx Xxxxx, Xxx Xxxxxxxxx,
Xxxxxxxxxx 00000, or at such other address as the Company may hereafter
designate in writing.
22. Governing
Law. This Award Agreement will be governed by the laws of the
State of California, without giving effect to the conflict of law principles
thereof. For purposes of litigating any dispute that arises under
this Award of Performance Shares or this Award Agreement, the parties hereby
submit to and consent to the jurisdiction of the State of California, and agree that such
litigation will be conducted in the courts of San Francisco Country,
California, or the
federal courts for the United States for the Northern District of California,
and no other courts, where this Award of Performance Shares is made and/or to be
performed.
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