Exhibit
10.3


 


MONSTER
WORLDWIDE, INC.


 


RESTRICTED
STOCK AGREEMENT


 


THIS
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 “Participant”).


 


W I T N E S S E T H:


 


WHEREAS,
the Committee desires to award to the Participant 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 Participant 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)           Subject
to the Participant’s continuous employment by the Company and its Affiliates,
the Restricted Stock granted to the Participant shall vest and become
nonforfeitable as to the percentage of the Restricted Stock indicated on the
dates specified below (each a “Restricted Stock Vesting Date”), [provided that the performance conditions on attached
Schedule A have been satisfied prior to the first Restricted Stock Vesting
Date.  If the performance conditions on
Schedule A have not been satisfied prior to the first Restricted Stock Vesting
Date, all of the shares of Restricted Stock granted pursuant to this Agreement
shall terminate and be forfeited as of the first Restricted Stock Vesting Date]:


 


	
  Date

  	
   

  	
  Percentage of Restricted

  Stock Becoming Vested

  	
   

  
	
  First Anniversary of
  Grant Date 

  	
   

  	
      

  	
  %

  
	
  Second Anniversary of
  Grant Date

  	
   

  	
      

  	
  %

  
	
  Third Anniversary of
  Grant Date

  	
   

  	
      

  	
  %

  
	
  Fourth Anniversary of
  Grant 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


 


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vest and become
nonforfeitable when such fractional share of Common Stock aggregates a whole
share of Common Stock.


 


(b)           If
the Participant’s continued employment by the Company and its Affiliates is
terminated or terminates for any reason (other than death or Disability), then
the Restricted Stock, to the extent not then vested, shall be forfeited by the
Participant to the Company without consideration; provided, however, that if
the Participant’s continued service terminates because of the Participant’s
death or Disability, then the Restricted Stock, to the extent not then vested
and not previously forfeited, shall immediately become fully vested.


 


(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 Change in Control.  In the event that a Change in Control occurs
on a date prior to the date that a Participant is determined to be Disabled for
purposes of the Plan and this Agreement, but the Committee, in its sole
determination, expects the Participant to be Disabled at the end of the 9-month
period referred to in Section 3(a) of
this Agreement, then all of the unvested Restricted Stock of such Participant,
to the extent not previously forfeited, shall vest upon the date of the Change
in Control.


 


(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.             Certain
Definitions.   Capitalized terms not
otherwise defined herein shall have the same meanings as in the Plan.  The following term shall have the following
meaning:


 


(a)           “Disability”
or “Disabled” means, notwithstanding any definition in the Plan, that,
in the determination of the Committee, the Participant is both (i) unable
to engage in any substantial gainful activity by reason of any medically
determinable physical or mental impairment that can be expected to result in
death or that can be expected to last for a continuous period of not less than
12 months and (ii) (x) in case the Participant is eligible for the
long term disability program offered to United States-based employees by the
Company or its Affiliates, the Participant has actually received long term
disability benefits for no less than 9 months or (y) in case the
Participant is not eligible for such long term disability program solely by
virtue of not having been based in the United States, the Participant would
have been eligible to receive long term disability benefits for no less than 9
months but for the Participant not being based in the United States.  For purposes of Section 2(b) above,
it is understood that the Disability shall be deemed to be incurred on the last
day of the 9-month period contemplated in clause (ii) of the immediately
preceding sentence.  In the event the
Participant has met the condition set forth in clause (i) of the first
sentence of this definition but does not satisfy the condition set forth in
clause (ii) of this definition solely by reason of the Participant’s
death, then the provisions of such clause (ii) shall be deemed to have
been satisfied and for purposes of Section 2(b) above
the Disability shall be deemed to be incurred on the date of such death.


 


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4.             Delivery
of Restricted Stock.  The Restricted
Stock hereby awarded shall be maintained in “book-entry” form, registered in
the Participant’s name on the stock transfer books of the Company, and no
actual certificates therefore shall be delivered by the Company.  As a condition to the receipt of the
Restricted Stock, the Participant is required to open an account with the third
party administering the Company’s equity awards programs (currently Charles
Schwab) (the “Administrator”), and[, subject to
the applicable performance conditions on Schedule A having been satisfied,] as and to the extent such Restricted Stock shall vest
pursuant to Section 2, the Company shall
cause the shares of vested Restricted Stock (net of any shares required to be
withheld) to be credited to the Participant’s account with the
Administrator.  The Participant shall be
the record owner of the Restricted Stock until such Restricted Stock is
forfeited pursuant to Section 2
hereof.  As record owner, the Participant
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 Participant 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 10 of this Agreement, and the Company may so
limit transfers of the Restricted Stock on its books.  The Participant agrees to take such action and execute such instruments
which the Company or the Administrator may deem necessary or advisable to
accept, maintain, receive or transfer the Restricted Stock in accordance with
the Plan and this Agreement.


 


5.             No
Employment Rights; Termination of Employment.  Nothing in this Agreement shall give the
Participant any right to continue in the employment of the Company or any of
its Affiliates or to interfere in any way with the right of the Company or any
of its Affiliates to terminate the employment of the Participant.  For purposes of this Agreement, a Participant’s
continued employment shall not be deemed terminated solely by virtue of the
Participant’s voluntary cessation of employment in circumstances that the
Committee determines are reasonably likely to result in a Disability for so
long as the Committee determines that the Participant continues to satisfy the
conditions that would ultimately lead to the Committee’s determination that the
Participant has incurred a Disability.


 


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 Participant
acknowledges receipt of a copy of the Plan prior to the execution of this
Agreement.


 


7.             Withholding.
In the event that prior to any vesting date the Participant has not provided
the Company with notice (which may be by written notice or by an election made
via the website operated by the Administrator) (the “Payment Notice”) at least
five (5) Business Days prior to that vesting date to the effect that the
Participant will provide the Company payment of the amount, if any, deemed
necessary by the Company in its reasonable discretion to enable the Company and
its Affiliates to satisfy the minimum federal, foreign or other tax withholding
or similar obligations of the Company and its Affiliates with respect to the
shares of Common Stock vesting on such vesting date or in the event the
Participant provides the Payment Notice but does not deliver payment of the
appropriate amount to the Company, then the


 


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Company shall satisfy the minimum federal, foreign or
other tax withholding or similar obligation of the Company and its Affiliates
with respect to such vesting by withholding the number of whole shares of
Common Stock (on and valued as of the vesting date) sufficient to satisfy such
minimum withholding and other obligations.


 


8.             Notices.
All notices or other communications to be given or delivered in connection with
this Agreement shall be either in electronic format or in writing and shall be
deemed to have been properly served if delivered electronically, personally, by
courier, or by certified or registered mail, return receipt requested and first
class postage prepaid, in the case of notices to the Company, to the attention
of Director of Human Resources, at the Company’s offices at 5 Clock Tower
Place, Suite 500, Maynard, MA 01754 and in the case of notices to the
Participant, to the Participant’s last known address (as noted in the
Participant’s personnel file) or such other addresses (including any electronic
mail 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.


 


9.             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.


 


10.           Non-Assignability,
Etc.  The Restricted Stock may not be
assigned, alienated, pledged, attached, hypothecated, sold or otherwise
transferred or encumbered by the Participant and any such purported assignment,
alienation, pledge, attachment, sale, transfer or encumbrance of the Restricted
Stock shall be void and unenforceable against the Company.


 


11.           Securities
Laws; Insider Trading.  The 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 of 1933, as amended (the “Securities Act”). Such conditions may include,
among other things, the requirement that certificates for shares of Common
Stock to be issued to the Participant hereunder contain a restrictive legend in
such form and substance as may be determined by the 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
Participant 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.


 


12.           General.  This Agreement shall become valid and binding
on the parties, effective as of the Grant Date, when accepted by the
Participant via the website operated by the Administrator.  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


 


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constitutes the entire agreement between the parties
with respect to the subject matter hereof and controls and supersedes any prior
understandings, agreements or representations by or between the parties,
written or oral with respect to its subject matter, including but not limited
to the provisions of any and all employment agreements and offer letters (such
as terms providing for acceleration or other enhancement to restricted stock or
other equity interests in the event of the occurrence of specified events),
except and only to the extent of any rights of the Company or its Affiliates
relating to Section 280G of the Internal Revenue Code of 1986, as amended,
and may not be modified except by written instrument executed by the
parties.  The Participant has not relied
on any representation not set forth in this Agreement.


 


13.           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
Participant; provided that the Agreement may be unilaterally amended by the
Company without Participant consent to conform the Agreement to any changes
required by the Administrator or as a result of the change of Administrator.


 


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SCHEDULE A


 


[PERFORMANCE
CONDITIONS]


 


General:


 


All determinations by the Committee referred to in
this Schedule A shall be (i) made
by the Committee in the form of a written certification, (ii) made in the
Committee’s sole and absolute discretion, (iii) to the extent applicable,
made in accordance with the requirements of Section 162(m) of the
Internal Revenue Code (and the regulations thereunder) and (iv) final and
binding for all purposes.


 


For purposes of clarity, it is understood and agreed
that in the event the Committee determines, in its sole and absolute
discretion, that [the performance conditions] were not attained, then no shares
of Restricted Stock shall vest and become nonforfeitable and all shares of
Restricted Stock granted pursuant to this Agreement shall terminate and be
forfeited.  In the event the Committee,
in its sole and absolute discretion, determines that [the performance
conditions] were attained, then the terms and conditions of this Agreement,
including but not limited to the vesting terms, shall be applicable; provided,
however, that the foregoing terms are not intended and shall not be construed
or interpreted to give the Committee the power to increase the number of shares
granted to a “covered employee” within the meaning of Section 162(m)(3) of
the Internal Revenue Code.


 


As a
condition to receiving the Restricted Stock, the Participant agrees that the
Restricted Stock granted pursuant to this Agreement may be reduced and that the
Company may seek recovery from the Participant in accordance with Section 11
of the 2008 Equity Incentive Plan.


 


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