To the extent that the RSUs have not vested prior to the date that is the five-year anniversary ofthe Grant Date, the unvested RSUs shall terminate and be forfeited as of such date, without anyfurther consideration to the Participant.Any fractional RSUs resulting from the strict application of the incremental percentages set forthabove will be disregarded and the actual number of RSUs becoming vested on any specific RSU VestingDate will cover only the full number of RSUs determined by applying the relevant incrementalpercentage.(b) Notwithstanding the foregoing, if because of the Participant’s death or Disability theParticipant’s employment terminates or the Participant ceases to serve in the position of[                                        ] or an Alternative Position, then the unvested RSUs, to the extent notpreviously forfeited, shall immediately become fully vested, subject to **Section ****2(d)** below.(c) In the event that during the period of the Participant’s employment with the Company orone of its Affiliates after the Grant Date a Change in Control shall occur, then all outstandingunvested RSUs that have not been forfeited prior to the date of such Change in Control shall veston the date of such Change in Control. In the event that the Change in Control occurs on a dateprior to the date that a Participant is determined to be Disabled for purposes of the Plan and thisAgreement, but the Committee, in its sole determination expects the Participant to be Disabled atthe end of the 9-month period referred to in **Section 4**of this Agreement, then all of the unvestedRSUs of such Participant, to the extent not previously forfeited, shall vest upon the date of theChange in Control.(d) In the event that any calendar date on which vesting is purportedly scheduled pursuant tothe terms of **Sections ****2(a)****,****2(b)****or****2(c)** above is not a Business Day (as defined below), thevesting 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 generalbusiness.(e) As a condition to the receipt of the RSUs, the Participant is required to open an accountwith 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 VestingDate (but in no event later than the end of the calendar year in which such date occurs), theCompany shall deliver to the Participant’s account with the Administrator one share of Common Stockwith respect to each whole RSU that vests on such date, subject to **Sections 3 and 7**below. Uponsuch delivery, all obligations of the Company with respect to each such RSU shall be deemedsatisfied in full.3. Certain Changes; Rights as a Stockholder. The number and class of shares of CommonStock which are distributable to the Participant with respect to any RSU covered by this Agreementshall be adjusted proportionately or as otherwise appropriate to reflect any increase or decreasein 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 areadjustment or recapitalization of the Company’s capital stock, in each case as determined by theCommittee. 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 thisAgreement until the Company delivers Common Stock to the Participant’s account in accordance with**Section 2(e)**.
 
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4. Definitions. Capitalized terms not otherwise defined herein shall have the samemeanings as in the Plan. The following term shall have the following meaning:“Disability” or “Disabled” means, notwithstanding any definition in the Plan, that, in thedetermination of the Committee, the Participant is both (i) unable to engage in any substantialgainful activity by reason of any medically determinable physical or mental impairment which can beexpected to result in death or can be expected to last for a continuous period of not less than 12months and (ii) (x) in case the Participant is eligible for the long term disability programoffered to United States-based employees by the Company or its Affiliates, the Participant hasactually received long term disability benefits for no less than 9 months or (y) in case theParticipant is not eligible for such long term disability program solely by virtue of not beingbased in the United States, the Participant would have been eligible to receive long termdisability benefits for no less than 9 months but for the Participant not being based in the UnitedStates. For purposes of **Section ****2(b)** above, it is understood that the Disability shall be deemed tobe incurred on the last day of the 9-month period contemplated in clause (ii) of the immediatelypreceding sentence. In the event the Participant has met the condition set forth in clause (i) ofthe 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 Disabilityshall be deemed to be incurred on the date of such death.5. No Employment Rights; Termination of Employment. Nothing in this Agreement shallgive the Participant any right to continue in the employment of the Company or any Affiliate, or tointerfere in any way with the right of the Company or any Affiliate to terminate the employment ofthe Participant. Except as otherwise expressly provided in **Sections ****2(b)****and****2(c)** hereof, RSUsthat are not vested as of the date the Participant’s employment with the Company and its Affiliatesterminates 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 ofor 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 bedeemed terminated solely by virtue of the Participant’s voluntary cessation of employment incircumstances that the Committee determines are reasonably likely to result in a Disability for solong as the Committee determines that the Participant continues to satisfy the conditions thatwould ultimately lead to the Committee’s determination that the Participant has incurred aDisability.6. Plan Provisions. The provisions of the Plan shall govern, and if or to the extentthat there are inconsistencies between those provisions and the provisions hereof, the provisionsof the Plan shall govern. The Participant acknowledges receipt of a copy of the Plan prior to theexecution of this Agreement.
 
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7. Withholding. In the event that prior to any applicable RSU Vesting Date hereunderthe Participant has not provided the Company with written notice (which may be by written notice orby an election made via the website operated by the Administrator) (the “Payment Notice”) at leastfive (5) Business Days prior to that RSU Vesting Date to the effectthat the Participant will provide the Company payment of the amount, if any, deemed necessaryby the Company in its reasonable discretion to enable the Company and its Affiliates to satisfy theminimum federal, foreign or other tax withholding or similar obligations of the Company and itsAffiliates with respect to the shares of Common Stock (and/or any other items which may bedistributable to the Participant on the RSU Vesting Date pursuant to **Section 3**hereof), or in theevent the Participant provides the Payment Notice but does not deliver payment of the appropriateamount 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 withrespect to such vesting by withholding the number of whole shares of Common Stock on and valued asof the applicable RSU Vesting Date (and/or other items which may be distributable to theParticipant on the RSU Vesting Date pursuant to **Section 3**hereof) sufficient to satisfy suchminimum withholding and other obligations*.*8. Notices. All notices or other communications to be given or delivered in connectionwith this Agreement shall be either in electronic format or in writing and shall be deemed to havebeen properly served if delivered electronically, personally, by courier, or by certified orregistered mail, return receipt requested and first class postage prepaid, in the case of noticesto the Company, to the attention of Director of Human Resources, at the Company’s offices at 5Clock Tower Place, Suite 500, Maynard, MA 01754 and in the case of notices to the Participant, tothe Participant’s last known address (as noted in the Participant’s personnel file) or such otheraddresses (including any electronic mail addresses) as the recipient party has specified by priorwritten notice to the sending party. All such notices and communications shall be deemed receivedupon the actual delivery thereof in accordance with the foregoing.9. Binding Effect; Headings; Status. This Agreement shall be binding upon and shallinure 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 notaffect the construction or interpretation of any of the provisions of this Agreement. TheParticipant’s rights under this Agreement, including, without limitation, rights to RSUs, shall atall times that such rights exist represent a general obligation of the Company. The Participantshall be a general creditor of the Company with respect thereto and shall not have a secured orpreferred position with respect thereto. Nothing in this Agreement or the Plan shall be deemed tocreate 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 theParticipant’s death to a beneficiary designated by the Participant in a written beneficiarydesignation filed with the Company or, if no duly designated beneficiary shall survive theParticipant, pursuant to the Participant’s will and/or by the laws of descent and distribution. Anyand all such rights shall not be subject to anticipation, alienation, sale, transfer, encumbranceexcept as otherwise expressly permitted herein.
 
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11. Securities Laws; Insider Trading. The Committee may from time to time impose anyconditions on the RSUs and shares of Common Stock as it deems necessary or advisable to ensure thatthe Plan, this Agreement and the issuance and resale or any securities comply with all applicablesecurities laws, including without limitation Rule 16b-3 under the Exchange Act and the SecuritiesAct 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 Participanthereunder contain a restrictive legend in such form and substance as may be determined by theCommittee. Without limiting the foregoing, it is understood that Affiliates ofthe Company may resell Common Stock only pursuant to an effective registration statement underthe Securities Act, pursuant to Rule 144 under the Securities Act, or pursuant to another exemptionfrom registration under the Securities Act. The Participant understands and agrees that any and alltransactions involving shares of Common Stock or other securities of the Company must comply withapplicable laws, rules, regulations and policies, including but not limited to the Company’s policyregarding insider trading, which policy, among other things, prohibits transactions involvingshares of Common Stock or other securities of the Company by individuals who have materialnon-public information relating to the Company.12. Mechanics; Applicable Law; Entire Agreement. This Agreement shall become validand binding on the parties, effective as of the Grant Date, after both of the following haveoccurred: (a) the Participant has executed the Agreement and (b) the Participant has executed theNon-Competition, Non-Solicitation, Confidential Information and Intellectual Property AssignmentAgreement in the form attached hereto as Exhibit A (the “Non-Compete Agreement”). If both (a) and(b) are not satisfied within ninety (90) days of the Grant Date, the RSUs granted pursuant to thisAgreement shall be forfeited. This Agreement shall be governed by and construed in accordance withthe laws of the State of New York (other than the conflict of laws provisions thereof). ThisAgreement constitutes the entire agreement between the parties with respect to the subject matterhereof and controls and supersedes any prior understandings, agreements or representations by orbetween the parties, written or oral with respect to its subject matter, including but not limitedto the provisions of any and all employment agreements and offer letters (such as terms providingfor acceleration or other enhancement to restricted stock or other equity interests in the event ofthe occurrence of specified events), except and only to the extent of any rights of the Company orits Affiliates relating to Section 280G of the Internal Revenue Code of 1986, as amended, and maynot be modified except by written instrument executed by the parties. The Participant has notrelied 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 bya written instrument executed on behalf of the Company (as authorized by the Committee) and theParticipant; provided that the Agreement may be unilaterally amended by the Company withoutParticipant consent to conform the Agreement to any changes required by the Administrator or as aresult of the change of Administrator.
 
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**IN WITNESS WHEREOF**, the parties have executed this Agreement as of the date first abovewritten.      **MONSTER WORLDWIDE, INC.**