(such events are collectively referred to as “Acceleration Events”), then all outstanding unvestedRSUs shall immediately vest as of the date of the applicable Acceleration Event, subject to **Section2(d)**below, and shall be settled in shares of Common Stock that are not subject to the restrictionson transfer described in **Section 2(e)**, as required by article L. 225-197-3 and article L.225-197-1-I, 5th and 6th paragraphs of the French Commercial Code,respectively. Notwithstanding the foregoing, as required by article L. 225-197-3 of the FrenchCommercial Code, in the event of a Participant’s death, unless a beneficiary shall notify theCompany of such beneficiary’s entitlement to the Participant’s RSUs within six months following thedeath of the Participant, all RSUs that vested as a result of the Participant’s death shall beforfeited.(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 the Committee mayprovide for one or more of the following: (i) that all outstanding unvested RSUs shall immediatelyvest on the date of such Change in Control, subject to **Section ****2(d)** below, and shall be settled inshares of Common Stock that are not subject to the restrictions on transfer described in **Section2(e)**, (ii) that all of the terms and provisions of this Grant Notice shall continue in effectwithout change as a result of such Change in Control, (iii) that each RSU be converted into theright to receive the same consideration with respect to each RSU as the stockholders of the Companyreceive for each share of Common Stock upon the Change in Control except that the Committee mayprovide that the consideration may be subject to the same vesting conditions and restrictions ontransfer to which the Common Stock would have been subject pursuant to **Section 2(e)**, and/or (iv)any of the other events referenced in Section 6(k) of the Plan.(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) On or as soon as reasonably practicable following each RSU Vesting Date, the Company shalldeliver to the Participant’s account with the third party administering the Company’s equity awardsprograms (currently Charles Schwab) (the “Administrator”) one share of Common Stock with respect toeach whole RSU that vests on such RSU Vesting Date. The Common Stock delivered to theParticipant’s account with the Administrator shall be “non-transferable” (referred to as the“Non-Transferable Stock”) during the period beginning on each RSU Vesting Date until the expirationof the two-year period following such RSU Vesting Date. Such Non-Transferable Stock may bemaintained in “book-entry” form, registered in the Participant’s name on the books of the Companyand no actual certificates therefore shall be delivered by the Company, or the Company may makeother arrangements with the Administrator with respect to the form of the Non-Transferable Stock asthe Company deems necessary to comply with the provisions of this Grant Notice. It is a conditionto the Company’s obligation to deliver any evidence of the shares of Common Stock to theParticipant pursuant to this Grant Notice that the Participant shall have opened an account withthe Administrator. For purposes of this Grant Notice, “non-transferable” shall mean that the
 
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Participant is not allowed to sell, assign, transfer, pledge, hypothecate or otherwise dispose of the Non-TransferableStock. The Participant shall have all rights of a stockholder in respect of the Non-TransferableStock, including, without limitation, the right to vote the Non-Transferable Stock and the right toreceive any dividends on the Non-Transferable Stock, except that any and all shares of Common Stockor other securities received by the Participant with respect to the Non-Transferable Stock as aresult of a stock dividend, stock split, spin-off, split-off, recapitalization, capitalreorganization, reclassification of shares of Common Stock, merger or consolidation shall be deemedto be Non-Transferable Stock subject to all of the applicable provisions of this Grant Notice andshall cease being Non-Transferable Stock at the same time as the Non-Transferable Stock giving riseto such additional shares or securities received.3. Certain Changes; Rights as a Stockholder. The number and class of shares of CommonStock or other securities which are distributable to the Participant with respect to any RSUcovered by this Grant Notice shall be adjusted proportionately or as otherwise appropriate toreflect any increase or decrease in the number of issued shares of Common Stock resulting from astock split, spin-off, split-off, split-up, recapitalization, capital reorganization,reclassification of shares of Common Stock, merger or consolidation, or any like capitaladjustment, or the payment of any stock dividend, and/or to reflect a change in the character orclass of shares covered by the Plan arising from a readjustment or recapitalization of theCompany’s capital stock, in each case as determined by the Committee. The Participant shall nothave any rights to cash dividends, voting rights or other rights of a stockholder with respect tothe RSUs covered by this Grant Notice unless and until the Company delivers the Non-TransferableStock to the Participant’s account in accordance with **Section 2(e)**.4. Definitions. “Disability” or “Disabled” means that, in the determination of theCommittee, the Participant is totally and permanently disabled, as established by the Labor doctor(“médecin du travail”) and corresponding to the second or third rank as provided under Article L.341-4 of the French social security code. “Specific Action” means a specific action not includedin, but authorized under, the Plan and which is required to comply with the French tax and socialsecurity legislation related to “attribution d’actions gratuites” (as defined by Article L.225-197-1 to 5 of the French Commercial Code).5. No Employment Rights; Termination of Employment. Nothing in this Grant Noticeshall give the Participant any right to continue in the employment of the Company or any Affiliateor to interfere in any way with the right of the Company or any Affiliate to terminate theemployment 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 andits 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 orarising 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.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. A copy of the Plan is available on the Company’s global Intranet Website, currently located at http://insideworldwide.com. For the avoidance of doubt, if thisGrantNotice provides for a Specific Action authorized under the Plan, then this Grant Notice andnot the Plan shall control as to the Specific Action to be taken.
 
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7. Withholding. In the event that prior to the date that any withholding tax is duehereunder, the Participant has not provided the Company with notice (which may be by written noticeor by an election made via the website operated by the Administrator) (the “Payment Notice”) to theeffect that the Participant will provide the Company (or the Administrator on the Company’s behalf)payment of the amount, if any, deemed necessary by the Company in its reasonable discretion toenable the Company and its Affiliates to satisfy the minimum federal, foreign or other taxwithholding or similar obligations of the Company and its Affiliates with respect to the shares ofCommon Stock (and/or any other items which may be distributable to the Participant pursuant to**Section ****2(c)****,****2(e)****or 3**hereof), or in the event the Participant provides the Payment Notice butdoes not timely deliver payment of the appropriate amount to the Company (or the Administrator onthe Company’s behalf), then the Company shall satisfy the minimum federal, foreign or other taxwithholding or similar obligation of the Company and its Affiliates with respect to such vesting bywithholding the number of whole shares of Common Stock (on and valued as of the applicable date)(and/or other items which may be distributable to the Participant on the such date pursuant to**Section ****2(c)****,****2(e)****or 3**hereof) sufficient to satisfy such minimum withholding and otherobligations.8. Notices. All notices or other communications to be given or delivered in connectionwith this Grant Notice shall be either in electronic format or in writing and shall be deemed tohave been 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 email addresses) as the recipient party has specified by priornotice to the sending party. All such notices and communications shall be deemed received upon theactual delivery thereof in accordance with the foregoing.9. Binding Effect; Headings; Status. This Grant Notice shall be binding upon andshall inure to the benefit of the Company, the Participant and their respective successors andpermitted assigns. The subject headings of Sections are included for the purpose of convenienceonly and shall not affect the construction or interpretation of any of the provisions of this GrantNotice. The Participant’s rights under this Grant Notice, including, without limitation, rights toRSUs, shall at all times that such rights exist represent a general obligation of the Company. TheParticipant shall be a general creditor of the Company with respect thereto and shall not have asecured or preferred position with respect thereto. Nothing in this Grant Notice or the Plan shallbe deemed to create an escrow, trust, custodial account or fiduciary relationship of any kind.10. Non-Assignability, Etc. The Participant’s rights under this Grant Notice,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,encumbrance except 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 Grant Notice and the issuance and resale or any securities comply with allapplicable securities laws, including without limitation the Securities Act and Rule 16b-3 underthe Exchange Act. Such conditions may include, among other things, the requirement thatcertificates for shares of Common Stock to be issued to the Participant hereunder contain arestrictive legend in such form and substance as may be determined by the Committee. Withoutlimiting the foregoing, it is understood that Affiliates of the Company may resell Common Stockonly pursuant to an effective registration statement under the Securities Act, pursuant to Rule 144under the Securities Act, or pursuant to another exemption from registration under the SecuritiesAct. The Participant understands and agrees that any and all transactions involving shares ofCommon 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 insidertrading, which policy, among other things, prohibits transactions involving shares of Common Stockor other securities of the Company by individuals who have material non-public information relatingto the Company.12. Black-Out Period. As provided by article L. 225-197-1-I 8th paragraphof the French Commercial Code, the Participant shall not sell, assign, transfer, pledge,hypothecate or otherwise dispose of the shares of Common Stock delivered pursuant to this GrantNotice during (1) the ten (10) trading days preceding and following the date on which the Company’sForm 10-K is filed with the U.S. Securities and Exchange Commission and (2) the period between thedate on which the Company’s Board of Directors (“organes sociaux”) become aware of informationwhich, if made public, could have a material impact on the price of the shares of the Company’sCommon Stock, and the date ten (10) trading days after such information is made public.13. General.(a) This Grant Notice shall be deemed to be an Award Agreement as defined in the Plan. It isunderstood and agreed that for purposes of administering this Grant Notice and the RSUs granted tothe Participant, the records of the Company and/or the Administrator may reflect a separate awardand a separate award identification number for the RSUs scheduled to vest on each separate RSUVesting Date.(b) This Grant Notice shall be governed by and construed in accordance with the laws of theState of New York (other than the conflict of laws provisions thereof). This Grant Noticeconstitutes the entire understanding of the legal obligations between the parties with respect tothe subject matter hereof and controls and supersedes any prior understandings, agreements orrepresentations 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 equityinterests in the event of the occurrence of specified events), except and only to the extent of anyrights of the Company or its Affiliates relating to Section 280G of the Internal Revenue Code of1986, as amended.
 
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(c) The Participant should not rely on any representation not set forth in this Grant Notice.(d) The Participant has received a copy of a French language translation of this Grant Notice(attached as Annex A) and a French language “Brochure” explaining the provisions of the RSUscovered by this Grant Notice (attached as Annex B). In addition, a French language translation ofthe Plan is available on the Company’s global Intranet Web site, currently located athttp://insideworldwide.com. The provisions of this Grant Notice (and the Plan as providedin **Section 6**of this Grant Notice) shall govern, and if or to the extent that there areinconsistencies between those provisions and the provisions of the French language translation ofthis Grant Notice and/or the Brochure, the provisions of this Grant Notice and the Plan shallgovern.14. Amendment. This Grant Notice may be unilaterally amended by the Company withoutParticipant’s consent as provided in the Plan or to conform the Grant Notice to any changesrequired by the Administrator or as a result of the change of Administrator.
 
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**ANNEX A****[French language translation of the Grant Notice]****MONSTER WORLDWIDE, INC.**