Exhibit 10.4


 


MONSTER WORLDWIDE, INC.


 


RESTRICTED STOCK UNIT AGREEMENT


 


This RESTRICTED STOCK UNIT 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 (the “Plan”) a grant of Restricted
Stock Units (referred to herein as “RSUs”) upon the terms and conditions set
forth in this Agreement.


 


NOW, THEREFORE, the parties hereto agree as follows:


 


1.             Grant of RSUs.  Subject to
the terms and conditions of this Agreement and the Plan, the Committee hereby
grants to the Participant [          ]
RSUs as of the date of this agreement (the “Grant Date”). The RSUs shall vest
and payment in respect of such RSUs shall be made, if at all, in accordance with
Section 2 hereof.


 


2.             Vesting.


 


(a)           The RSUs granted to the Participant shall vest and
payment in respect of such number of RSUs shall be made as to the percentage of
the RSUs indicated on the dates specified below (each a “RSU Vesting Date”),
provided that the Participant has remained in the continuous employment of the
Company or any of its Affiliates from the Grant Date through and including each
applicable RSU Vesting Date [and further provided
that the performance conditions on attached Schedule A have been satisfied
prior to the first RSU Vesting Date.  If
the performance conditions on Schedule A have not been satisfied prior to the
first RSU Vesting Date, all of the RSUs granted pursuant to this Agreement
shall terminate and be forfeited as of the first RSU Vesting Date]:


 


	
  Date

  	
   

  	
  Incremental Percentage

  of Award Being Vested

  	
   

  
	
  First Anniversary of Grant Date

  	
   

  	
  —

  	
  %

  
	
  Second
  Anniversary of Grant Date

  	
   

  	
  —

  	
  %

  
	
  Third
  Anniversary of Grant Date

  	
   

  	
  —

  	
  %

  
	
  Fourth
  Anniversary of Grant Date

  	
   

  	
  —

  	
  %

  



 


Any fractional
RSUs resulting from the strict application of the incremental percentages set
forth above will be disregarded and the actual number of RSUs becoming vested
on any specific RSU Vesting Date will cover only the full number of RSUs
determined by applying the relevant incremental percentage.


 


(b)           In the event that during the period of the Participant’s
employment with the Company or one of its Affiliates after the Grant Date:


 


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(i)                     the Participant dies, or


 


(ii)                    the Participant incurs a Disability,


 


(such events are collectively referred to as “Acceleration Events”),
then all outstanding unvested RSUs shall immediately vest as of the date of the
applicable Acceleration Event, subject to Section 2(d) below.


 


(c)           In the event that during the period of the Participant’s
employment with the Company or one of its Affiliates after the Grant Date a
Change in Control shall occur, then all outstanding unvested RSUs that have not
been forfeited prior to the date of such Change in Control shall vest on the
date of such Change in Control.  In the
event that the 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 4(a) of this Agreement, then all of the
unvested RSUs 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 Sections 2(a), 2(b) or 2(c) above is not a Business
Day (as defined below), 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.


 


(e)           As a condition to the receipt of the RSUs, the
Participant is required to open an account with the third party administering
the Company’s equity awards programs (currently Charles Schwab) (the “Administrator”).
On or as soon as reasonably practicable following the applicable RSU Vesting
Date (but in no event later than the end of the calendar year in which such
date occurs), [subject to the applicable
performance conditions on Schedule A having been satisfied],
the Company shall deliver to the Participant’s account with the Administrator one
share of Common Stock with respect to each whole RSU that vests on such date,
subject to Sections 3 and 7 below.  Upon such delivery, all obligations of the
Company with respect to each such RSU shall be deemed satisfied in full.


 


3.             Certain Changes; Rights as a Stockholder.  The
number and class of shares of Common Stock which are distributable to the
Participant with respect to any RSU covered by this Agreement shall be adjusted
proportionately or as otherwise appropriate to reflect any increase or decrease
in the number of issued shares of Common Stock resulting from a stock split,
spin-off, split-off, split-up, recapitalization, capital reorganization,
reclassification of shares of Common Stock, merger or consolidation,  or any like capital adjustment, or the payment
of any stock dividend, and/or to reflect a change in the character or class of
shares covered by the Plan arising from a readjustment or recapitalization of
the Company’s capital stock, in each case as determined by the Committee.  The Participant shall not have any rights to cash
dividends, voting rights or other rights of a stockholder with respect to the
RSUs covered by this Agreement until the Company delivers Common Stock to the
Participant’s account in accordance with Section 2(e).


 


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


 


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(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
which can be expected to result in death or 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 being 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.


 


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 Affiliate, or to interfere in
any way with the right of the Company or any Affiliate to terminate the
employment of the Participant.  Except as
otherwise expressly provided in Sections 2(b) and
2(c) hereof, RSUs that are not vested as of the date the
Participant’s employment with the Company and its Affiliates terminates or
ceases for any reason or no reason, whether voluntary or involuntary (including,
without limitation, termination or cessation of employment with or without
cause or arising out of or in connection with a reduction in force, sale or
shutdown of certain operations, or otherwise), shall immediately and automatically terminate and be
forfeited in their entirety, provided, however, that only for
purposes of this Agreement the Participant’s 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 applicable RSU Vesting
Date hereunder the Participant has not provided the Company with written 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 RSU 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 (and/or any other items which may be distributable to the
Participant on the RSU Vesting Date pursuant to Section 3 hereof), or in the event the Participant
provides the Payment Notice but does not deliver payment of the 


 


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appropriate amount to the Company on the RSU Vesting
Date, then the 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 applicable RSU Vesting Date (and/or other items
which may be distributable to the Participant on the RSU Vesting Date pursuant
to Section 3 hereof)
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 email 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; Status. 
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.  The Participant’s rights under this
Agreement, including, without limitation, rights to RSUs, shall at all times
that such rights exist represent a general obligation of the Company. The
Participant shall be a general creditor of the Company with respect thereto and
shall not have a secured or preferred position with respect thereto. Nothing in
this Agreement or the Plan shall be deemed to create an escrow, trust,
custodial account or fiduciary relationship of any kind.


 


10.           Non-Assignability, Etc.  The
Participant’s rights under this Agreement, including, without limitation,
rights to RSUs, are not assignable or transferable except upon the Participant’s
death to a beneficiary designated by the Participant in a written beneficiary
designation filed with the Company or, if no duly designated beneficiary shall
survive the Participant, pursuant to the Participant’s will and/or by the laws
of descent and distribution. Any and all such rights shall not be subject to
anticipation, alienation, sale, transfer, encumbrance except as otherwise
expressly permitted herein.


 


11.           Securities Laws; Insider Trading. The Committee may from time to time
impose any conditions on the RSUs and shares of Common 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, 


 


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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.           Mechanics; Applicable Law; Entire Agreement.  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 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 payment in respect of RSUs shall be made and all RSUs 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 or amount otherwise due
under RSUs granted to a “covered employee” within the meaning of Section 162(m)(3) of
the Internal Revenue Code.


 


As a condition to receiving the RSUs, the Participant
agrees that the RSUs 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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