To the extent that the Restricted Stock has not vested and become nonforfeitable prior to the datethat is the five-year anniversary of the Grant Date, the unvested shares of Restricted Stock shallterminate and be forfeited as of such date, without any further consideration to the Participant.In the event the above vesting schedule results in the vesting of any fractional share of CommonStock, such fractional share of Common Stock shall not be deemed vested hereunder but shall vestand become nonforfeitable when such fractional share of Common Stock aggregates a whole share ofCommon Stock.(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 Restricted Stock, tothe extent not previously forfeited, shall immediately become fully vested.(c) Notwithstanding any other provision of this Agreement to the contrary, in the event that aChange in Control shall occur prior to the date that all of the Restricted Stock is vested, then tothe extent not previously forfeited all of the unvested Restricted Stock shall vest effective uponthe Change in Control. In the event that a Change in Control occurs on a date prior to the datethat a Participant is determined to be Disabled for purposes of the Plan and this Agreement, butthe Committee, in its sole determination, expects the Participant to be Disabled at the end of the9-month period referred to in **Section 3**of this Agreement, then all of the unvested RestrictedStock 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 **Section 2**is not a Business Day, the vesting shall automatically be delayed until thefirst Business Day following that calendar date. “Business Day” means a date on which commercialbanks in New York, New York are open for general business.
 
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3. Certain Definitions. Capitalized terms not otherwise defined herein shall havethe same meanings as in the Plan. The following term shall have the following meaning:“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 anysubstantial gainful activity by reason of any medically determinable physical or mental impairmentthat canbe expected to result in death or that can be expected to last for a continuous period of not lessthan 12 months and (ii) (x) in case the Participant is eligible for the long term disabilityprogram offered to United States-based employees by the Company or its Affiliates, the Participanthas actually 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 havingbeen based 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 deemedto be 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.4. Delivery of Restricted Stock. The Restricted Stock hereby awarded shall bemaintained in “book-entry” form, registered in the Participant’s name on the stock transfer booksof the Company, and no actual certificates therefore shall be delivered by the Company. As acondition to the receipt of the Restricted Stock, the Participant is required to open an accountwith the third party administering the Company’s equity awards programs (currently Charles Schwab)(the “Administrator”), and 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 sharesrequired to be withheld) to be credited to the Participant’s account with the Administrator. TheParticipant shall be the record owner of the Restricted Stock until such Restricted Stock isforfeited pursuant to **Section 2**hereof. As record owner, the Participant shall be entitled to allrights of a holder of the Common Stock, except that (1) any and all shares of Common Stock receivedby 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 ofshares of Common Stock, merger or consolidation shall be deemed to be Restricted Stock subject toall of the provisions of this Agreement and shall vest at the same time as the Restricted Stockgiving 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 itsbooks. The Participant agrees to take such action and execute such instruments which the Companyor the Administrator may deem necessary or advisable to accept, maintain, receive or transfer theRestricted Stock in accordance with the Plan and this Agreement.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 of itsAffiliates or to interfere in any way with the right of the Company or any of its Affiliates toterminate the employment of the Participant. For purposes of this Agreement, a Participant’scontinued employment shall not be deemed terminated solely by virtue of the Participant’s voluntarycessation of employment in circumstances that the Committee determines are reasonably likely toresult in a Disability for so long as the Committee determines that the Participant continues tosatisfy the conditions that would ultimately lead to the Committee’s determination that theParticipant has incurred a Disability.
 
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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.7. Withholding. In the event that prior to any vesting date the Participant has notprovided the Company with notice (which may be by written notice or by an election made via thewebsite operated by the Administrator) (the “Payment Notice”) at least five (5) Business Days priorto that vesting date to the effect that the Participant will provide the Company payment of theamount, if any, deemed necessary by the Company in its reasonable discretion to enable the Companyand its Affiliates to satisfy the minimum federal, foreign or other tax withholding or similarobligations of the Company and its Affiliates with respect to the shares of Common Stock vesting onsuch vesting date or in the event the Participant provides the Payment Notice but does not deliverpayment of the appropriate amount to the Company, then the Company shall satisfy the minimumfederal, foreign or other tax withholding or similar obligation of the Company and its Affiliateswith respect to such vesting by withholding the number of whole shares of Common Stock (on andvalued as of the vesting date) sufficient to satisfy such minimum withholding and otherobligations.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. This Agreement shall be binding upon and shall inure tothe benefit of the parties hereto and their respective successors and permitted assigns. Thesubject headings of Sections are included for the purpose of convenience only and shall not affectthe 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 andany such purported assignment, alienation, pledge, attachment, sale, transfer or encumbrance of theRestricted Stock shall be void and unenforceable against the Company.
 
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11. Securities Laws; Insider Trading. The Committee may from time to time impose anyconditions on the Restricted Stock as it deems necessary or advisable to ensure that the Plan, thisAgreement 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, asamended (the “Securities Act”). Such conditions may include, among other things, the requirementthat certificates 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 theCommittee. Without limiting the foregoing, it is understood that Affiliates of the Company mayresell 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 registrationunder the Securities Act. The Participant understands and agrees that any and all transactionsinvolving shares of Common Stock or other securities of the Company must comply with applicablelaws, rules, regulations and policies, including but not limited to the Company’s policy regardinginsider trading, which policy, among other things, prohibits transactions involving shares ofCommon Stock or other securities of the Company by individuals who have material non-publicinformation relating to the Company.12. General. This Agreement shall become valid and binding on the parties, effectiveas of the Grant Date, after both of the following have occurred: (a) the Participant has executedthe Agreement and (b) the Participant has executed the Non-Competition, Non-Solicitation,Confidential Information and Intellectual Property Assignment Agreement in the form attached heretoas Exhibit A (the “Non-Compete Agreement”). If both (a) and (b) are not satisfied within ninety(90) days of the Grant Date, the Restricted Stock granted pursuant to this Agreement shall beforfeited. This Agreement 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 Agreement constitutesthe entire agreement between the parties with respect to the subject matter hereof and controls andsupersedes 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 ofany and all employment agreements and offer letters (such as terms providing for acceleration orother enhancement to restricted stock or other equity interests in the event of the occurrence ofspecified events), except and only to the extent of any rights of the Company or its Affiliatesrelating to Section 280G of the Internal Revenue Code of 1986, as amended, and may not be modifiedexcept by written instrument executed by the parties. The Participant has not relied on anyrepresentation 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.**