exhibit_rsa.htm


     

    Exhibit 10.2

     

    


      TALEO
CORPORATION

      2004
STOCK PLAN

      RESTRICTED
STOCK AGREEMENT

      


       

      Grant
# ________

      


      NOTICE OF
GRANT

      


      Taleo
Corporation (the “Company”) hereby awards you, [NAME OF EMPLOYEE] (the
“Grantee”), [NUMBER OF SHARES GRANTED] shares of restricted Common Stock of the
Company (the “Restricted Stock”) under the Company’s 2004 Stock Plan (the
“Plan”).  The date of this Restricted Stock Agreement (the
“Agreement”) is [GRANT DATE] (the “Grant
Date”).  Subject to the provisions of Appendix A (attached
hereto), the principal features of this grant are as follows:

       

      


       

      Total Number of Shares of Restricted
Stock:  ______________

       

      


       

      
        	
                Scheduled Vesting Dates:

              	
                Number of Shares:

              
	
                    
      [DATE] (the “Vesting Commencement Date”)

              	
                0

              
	 
      	
                [1
      year after the Vesting Commencement Date;]*

              	
                [1/4th
      of the Share of Restricted Stock covered by this
  Agreement]

              
	 
      	
                [thereafter,
      as to one-sixteenth (1/16th)
      of the Shares of Restricted Stock covered by this Agreement on each
      quarterly anniversary of the Vesting Commencement date]*

              	
                [1/16th
      of the Shares of Restricted Stock covered by this
    Agreement]

              


      

      


       

      *Except
as otherwise provided in Appendix A [TO BE INCLUDED UNLESS THE COMPENSATION
COMMITTEE DETERMINES OTHERWISE: or in an employment or other agreement entered
into prior to the date of grant between the Company and Participant as
referenced in Section 3 of the Award Agreement], Grantee will not vest in
the Restricted Stock unless he or she is A Service Provider through the
applicable vesting date(s).

       

      Your signature below indicates your
agreement to receive the Shares subject to this Award and your agreement and
understanding that this Award is subject to all of the terms and conditions
contained in the Plan and in this Agreement, which include this Notice of Grant
and Appendix A.  For example, important additional information on
vesting and forfeiture of the Shares covered by this grant is contained in
Paragraphs 3 through 5 of Appendix A.  PLEASE BE SURE TO
READ ALL OF APPENDIX A, WHICH CONTAINS THE SPECIFIC TERMS AND CONDITIONS OF
THIS AGREEMENT.

       

      


       

       

      TALEO
CORPORATION                                                                           GRANTEE

       

      


      


        
          	
                  By:                                                      

                	
                  [NAME]

                
	
                  Title:                                                      

                	 
      
	
                  Date:                           

                	
                  Date:                           

                


        


        
          
             


          

          
             


            
              

            

          

          
             


          

        




      


       

      APPENDIX
A

       

      TERMS AND
CONDITIONS OF RESTRICTED STOCK AGREEMENT

       

      


      1. Award.  The
Company hereby awards to the Grantee, as a separate incentive in connection with
his employment and not in lieu of any salary or other compensation for his or
her services, the number of Shares of Restricted Stock indicated on the first
page of this Agreement, subject to all of the terms and conditions in this
Agreement and the Plan.  By accepting this award of Restricted Stock,
the par value of $0.00001 for each Share of Restricted Stock will be deemed paid
by the Grantee by past services rendered, and will be subject to the appropriate
tax withholdings.

       

      2.           Shares Held in
Escrow.  Unless and until the Shares of Restricted Stock shall
have vested in the manner set forth in Paragraphs 3 or 4, such Shares shall
be issued in the name of the Grantee and held by the Secretary of the Company
(or its designee) as escrow agent (the “Escrow Agent”), and shall not be sold,
transferred or otherwise disposed of, and shall not be pledged or otherwise
hypothecated.  The Company may determine to issue the Shares in book
entry form and/or may instruct the transfer agent for its Common Stock to place
a legend on the certificates representing the Restricted Stock or otherwise note
its records the restrictions on transfer set forth in this Agreement and the
Plan.  The certificate or certificates representing such Shares shall
not be delivered by the Escrow Agent to the Grantee unless and until the Shares
have vested and all other terms and conditions in this Agreement have been
satisfied.

       

      3.           Vesting Schedule/Period of
Restriction.  Subject to Paragraphs 4 and 5 of this
Agreement, the Shares of Restricted Stock awarded by this Agreement shall vest
in accordance with the vesting provisions set forth in the Notice of Grant [TO BE INCLUDED UNLESS COMPENSATION
COMMITTEE DETERMINES OTHERWISE AND MODIFIED AS NEEDED TO CONFORM TO THE
APPLICABLE VESTING ACCELERATION PROVISIONS: which shall be deemed to include any
acceleration of vesting provisions included in Participant’s employment or other
agreement with the Company that applies to restricted stock], subject to
Section 13 of the Plan.  Shares of Restricted Stock shall not vest in
the Grantee in accordance with any of the provisions of this Agreement unless
the Grantee shall have remained a Service Provider from the Vesting Commencement
Date through the applicable vesting date.

       

      4.           Administrator
Discretion.  The Administrator, in its discretion, may
accelerate the vesting of the balance, or some lesser portion of the balance, of
the unvested Shares of Restricted Stock at any time, subject to the terms of the
Plan.  If so accelerated, such Shares will be considered as having
vested as of the date specified by the Administrator.

       

      5.           Forfeiture.  Notwithstanding
any contrary provision of this Agreement, the balance of the Shares of
Restricted Stock that have not vested at the time the Grantee ceases to be a
Service Provider will be forfeited and automatically transferred to and
reacquired by the Company at no cost to the Company.  The Grantee
shall not be entitled to a refund of any of the price paid for the Shares of
Restricted Stock forfeited to the Company pursuant to this
paragraph 5.  The Grantee hereby appoints the Escrow Agent with
full power of substitution, as the Grantee’s true and lawful attorney-in-fact
with irrevocable power and authority in the name and on behalf of the Grantee to
take any action and execute all documents and instruments, including, without
limitation, stock powers which may be necessary to transfer the certificate or
certificates evidencing such unvested Shares to the Company upon such cessation
of the Service Provider relationship.

       

      6.           Death of
Grantee.  Any distribution or delivery to be made to the
Grantee under this Agreement will, if the Grantee is then deceased, be made to
the administrator or executor of the Grantee’s estate.  Any such
administrator or executor must furnish the Company with (a) written notice of
his or her status as transferee, (b) evidence satisfactory to the Company to
establish the validity of the transfer and compliance with any laws or
regulations pertaining to said transfer, and (c) written acceptance of the terms
and conditions of this Award as set forth in this Agreement.

       

      7.           Withholding of
Taxes.  The Company (or the employing Parent or Subsidiary)
will withhold a portion of the Shares of Restricted Stock that have an aggregate
market value sufficient to pay the minimum federal, state and local income,
employment and any other applicable taxes required to withheld by the Company
(or the employing Parent or Subsidiary) with respect to the
Shares.  No fractional Shares will be withheld or issued pursuant to
the grant of the Restricted Stock Award and the issuance of Shares thereunder;
unless determined otherwise by the Company, any additional withholding necessary
for this reason will be done by the Company through the Grantee’s paycheck or
through direct payment by the Grantee to the Company in the form of cash, check
or other cash equivalent.  The Company (or the employing Parent or
Subsidiary) may instead, in its discretion, require the Grantee to pay an amount
necessary to pay the applicable taxes directly to the Company in the form of
cash, check or other cash equivalent, and/or may withhold an amount necessary to
pay the applicable taxes from the Grantee’s paycheck, in each case with no
withholding of Shares.  In the event the withholding requirements are
not satisfied through the withholding of Shares (or, through the Grantee’s
paycheck or direct payment, as indicated above), no Restricted Stock will be
granted to the Grantee (or his or her estate) unless and until satisfactory
arrangements (as determined by the Administrator) have been made by the Grantee
with respect to the payment of any income and other taxes which the Company
determines must be withheld or collected with respect to such
Shares.  In addition and to the maximum extent permitted by law, the
Company (or the employing Parent or Subsidiary) has the right to retain without
notice from salary or other amounts payable to the Grantee, cash having a
sufficient value to satisfy any tax withholding obligations that cannot be
satisfied through the withholding of otherwise deliverable Shares. By accepting
this Award, the Grantee expressly consents to the withholding of Shares and to
any cash or Share withholding as provided for in this
paragraph 7.  All income and other taxes related to the
Restricted Stock Award and any Shares delivered in payment thereof are the sole
responsibility of the Grantee.

       

      8.           Rights as
Stockholder.  Neither the Grantee nor any person claiming under
or through the Grantee will have any of the rights or privileges of a
stockholder of the Company in respect of any Shares deliverable hereunder unless
and until certificates representing such Shares (which may be in book entry
form) have been issued, recorded on the records of the Company or its transfer
agents or registrars, and delivered to the Grantee or the Escrow Agent
(including through electronic delivery to a brokerage account).  After
such issuance, recordation and delivery, the Grantee will have all the rights of
a stockholder of the Company with respect to voting such Shares and receipt of
dividends and distributions on such Shares.

       

      9.           No Effect on
Employment.  The Grantee’s employment with the Company and any
Parent or Subsidiary is on an at-will basis only, subject to the provisions of
Applicable Law.  Accordingly, subject to any written, express
employment contract with the Grantee, nothing in this Agreement or the Plan
shall confer upon the Grantee any right to continue to be employed by the
Company or any Parent or Subsidiary or shall interfere with or restrict in any
way the rights of the Company or the employing Parent or Subsidiary, which are
hereby expressly reserved, to terminate the employment of the Grantee at any
time for any reason whatsoever, with or without good cause.  Such
reservation of rights can be modified only in an express written contract
executed by a duly authorized officer of the Company or the Parent or Subsidiary
employing the Grantee.

       

      10.           Address for
Notices.  Any notice to be given to the Company under the terms
of this Agreement will be addressed to the Company, in care of its Secretary, at
Taleo Corporation, 575 Market Street, Eighth Floor, San Francisco, California
94105, or at such other address as the Company may hereafter designate in
writing.

       

      11.           Grant is Not
Transferable.  Except to the limited extent provided in
Paragraph 6 above, the unvested Shares subject to this grant and the rights and
privileges conferred hereby will not be transferred, assigned, pledged or
hypothecated in any way (whether by operation of law or otherwise) and will not
be subject to sale under execution, attachment or similar
process.  Upon any attempt to transfer, assign, pledge, hypothecate or
otherwise dispose of any unvested Shares subject to this grant, or any right or
privilege conferred hereby, or upon any attempted sale under any execution,
attachment or similar process, this grant and the rights and privileges
conferred hereby immediately will become null and void.

       

      12.           Binding
Agreement.  Subject to the limitation on the transferability of
this grant contained herein, this Agreement will be binding upon and inure to
the benefit of the heirs, legatees, legal representatives, successors and
assigns of the parties hereto.

       

      13.           Additional Conditions to
Issuance of Certificates for Shares and Release from
Escrow.  The Company shall not be required to issue any
certificate or certificates for Shares hereunder or release such Shares from the
escrow established pursuant to Paragraph 2 prior to fulfillment of all the
following conditions:  (a) the admission of such Shares to
listing on all stock exchanges on which such class of stock is then listed;
(b) the completion of any registration or other qualification of such
Shares under any state or federal law or under the rulings or regulations of the
Securities and Exchange Commission or any other governmental regulatory body,
which the Administrator shall, in its absolute discretion, deem necessary or
advisable; (c) the obtaining of any approval or other clearance from any
state or federal governmental agency, which the Administrator shall, in its
absolute discretion, determine to be necessary or advisable; and (d) the
lapse of such reasonable period of time following the date of grant of the
Restricted Stock as the Administrator may establish from time to time for
reasons of administrative convenience.  The Administrator shall, in
its absolute discretion, determine when such conditions have been
fulfilled.

       

      14.           Plan
Governs.  This Agreement is subject to all terms and provisions
of the Plan.  In the event of a conflict between one or more
provisions of this Agreement and one or more provisions of the Plan, the
provisions of the Plan will govern.  Capitalized terms used and not
defined in this Agreement will have the meaning set forth in the
Plan.

       

      15.           Administrator
Authority.  The Administrator will have the power to interpret
the Plan and this Agreement and to adopt such rules for the administration,
interpretation and application of the Plan as are consistent therewith and to
interpret or revoke any such rules (including, but not limited to, the
determination of whether or not any Shares of Restricted Stock have
vested).  All actions taken and all interpretations and determinations
made by the Administrator in good faith will be final and binding upon the
Grantee, the Company and all other interested persons.  No person
acting as or on behalf of the Administrator will be personally liable for any
action, determination or interpretation made in good faith with respect to the
Plan or this Agreement.

       

      16.           Captions.  Captions
provided herein are for convenience only and are not to serve as a basis for
interpretation or construction of this Agreement.

       

      17.           Agreement
Severable.  In the event that any provision in this Agreement
will be held invalid or unenforceable, such provision will be severable from,
and such invalidity or unenforceability will not be construed to have any effect
on, the remaining provisions of this Agreement.

       

      18.           Entire
Agreement.  This Agreement constitutes the entire understanding
of the parties on the subjects covered.  The Grantee expressly
warrants that he or she is not executing this Agreement in reliance on any
promises, representations, or inducements other than those contained
herein.

       

      19.           Modifications to the
Agreement.  Modifications to this Agreement or the Plan can be
made only in an express written contract executed by a duly authorized officer
of the Company.

       

      20.           Amendment, Suspension or
Termination of the Plan.  By accepting this award, the Grantee
expressly warrants that he or she has received a Restricted Stock Award under
the Plan, and has received, read and understood a description of the
Plan.  The Grantee understands that the Plan is discretionary in
nature and may be modified, suspended or terminated by the Company at any
time.

       

      21.           Notice of Governing
Law.  This option shall be governed by, and construed in
accordance with, the laws of the State of California without regard to
principles of conflict of laws.

       

      22.           Labor
Law.  By accepting this Restricted Stock Award, the Grantee
acknowledges that: (a) the grant of this Award is a one-time benefit which does
not create any contractual or other right to receive future grants of Restricted
Stock, or benefits in lieu of Restricted Stock; (b) all determinations with
respect to any future grants, including, but not limited to, the times when the
Restricted Stock shall be granted, the number of Shares of Restricted Stock
subject to each Award and the time or times when the Restricted Stock shall
vest, will be at the sole discretion of the Company; (c) the Grantee’s
participation in the Plan is voluntary; (d) the value of these Shares of
Restricted Stock is an extraordinary item of compensation which is outside the
scope of the Grantee’s employment contract, if any; (e) this award of Restricted
Stock is not part of the Grantee’s normal or expected compensation for purposes
of calculating any severance, resignation, redundancy, end of service payments,
bonuses, long-service awards, pension or retirement benefits or similar
payments; (f) the vesting of these Shares of Restricted Stock will cease upon
termination of employment for any reason except as may otherwise be explicitly
provided in the Plan or this Agreement; (g) the future value of the underlying
Shares is unknown and cannot be predicted with certainty; (h) these Shares of
Restricted Stock have been granted to the Grantee in the Grantee’s status as a
Service Provider of the Company or its Parent or one of its Subsidiary; (i) any
claims resulting from this Restricted Stock Award shall be enforceable, if at
all, against the Company; and (j) there shall be no additional obligations for
any Parent or Subsidiary employing the Grantee as a result of these Restricted
Stock Awards.

       

      23.           Disclosure of Grantee
Information.  By accepting this Restricted Stock Award, the
Grantee consents to the collection, use and transfer of personal data as
described in this paragraph.  The Grantee understands that the Company
and its Parent and Subsidiaries hold certain personal information about him or
her, including his or her name, home address and telephone number, date of
birth, social security or identity number, salary, nationality, job title, any
shares of stock or directorships held in the Company, details of all awards of
Restricted Stock or any other entitlement to shares of stock awarded, canceled,
exercised, vested, unvested or outstanding in his or her favor, for the purpose
of managing and administering the Plan (“Data”).  The Grantee further
understands that the Company and/or its Parent and/or its Subsidiaries will
transfer Data among themselves as necessary for the purpose of implementation,
administration and management of his or her participation in the Plan, and that
the Company and/or any of its Parent and/or Subsidiaries may each further
transfer Data to any third parties assisting the Company in the implementation,
administration and management of the Plan.  The Grantee understands
that these recipients may be located in the European Economic Area, or
elsewhere, such as in the U.S. or Asia.  The Grantee authorizes the
Company to receive, possess, use, retain and transfer the Data in electronic or
other form, for the purposes of implementing, administering and managing his or
her participation in the Plan, including any requisite transfer to a broker or
other third party with whom he or she may elect to deposit any Shares of stock
acquired from this award of Restricted Stock of such Data as may be required for
the administration of the Plan and/or the subsequent holding of Shares of stock
on his or her behalf.  The Grantee understands that he or she may, at
any time, view the Data, require any necessary amendments to the Data or
withdraw the consent herein in writing by contacting the Human Resources
department for the Company and/or its applicable Parent or
Subsidiary.

       

      


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