Exhibit
10.5


 


Initial
Director Grant


 


MONSTER
WORLDWIDE, INC.


 


NON-EMPLOYEE
DIRECTOR RESTRICTED STOCK AGREEMENT


 


THIS NON-EMPLOYEE
DIRECTOR RESTRICTED STOCK AGREEMENT (the “Agreement”) is made, effective as of
[                    ],
200[  ] (the “Grant Date”), by and between MONSTER WORLDWIDE, INC., a
Delaware corporation (hereinafter called the “Company”), and [                                            ]
(hereinafter called the “Non-Employee Director”).


 


W I T N E S S E T H:


 


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)           The
Restricted Stock granted to the Non-Employee Director shall vest and become
nonforfeitable immediately on the Grant Date as to 50% of the Restricted Stock
and, subject to the Non-Employee Director’s continuous service as a member of
the Board of the Company, the remaining 50% of the Restricted Stock shall vest
and become nonforfeitable on the first anniversary of the Grant Date (each a “Restricted
Stock Vesting Date”).  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.


 


(b)           If
the Non-Employee Director’s service as a member of the Board terminates for any
reason (including as a result of the Non-Employee Director’s failure to be
renominated or reelected as a director or the Non-Employee Director’s death or
disability) or no reason, then the Restricted Stock, to the extent not then
vested, shall be forfeited by the Non-Employee Director to the Company without
consideration.


 


(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.


 


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(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.


 


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 that (1) any and all shares of Common Stock
received by the Non-Employee Director with respect to the unvested Restricted
Stock as a result of a stock dividend, 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 received, and (2) 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.


 


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.


 


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9.             Securities
Law; Insider Trading.  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 insider trading, 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.


 


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:


 


	
   

  	
   

  
	
  Name:

  	
   

  



 


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