Filed by Bowne Pure Compliance





Exhibit 10.3




MONSTER WORLDWIDE, INC.




RESTRICTED STOCK UNIT AGREEMENT




This RESTRICTED STOCK UNIT AGREEMENT (the “Agreement”) is made, effective as of
[                    ], 20[_____]
(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 the Plan and this Agreement,
the Committee hereby grants to the Participant [                    ] RSUs as of the date of this
agreement. 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) Subject to the Participant’s continuous employment by the Company and its Affiliates in
the position of [                    ] (or in an alternative position with the Company, as
determined by the Chief Executive Officer in his or her sole discretion and subject to approval by
the Compensation Committee (an “Alternative Position”)) and compliance with Non-Compete Agreement
(as defined below), the RSUs granted to the Participant shall vest as to the percentage of the RSUs
indicated below on the dates specified below (each a “RSU Vesting Date”). The unvested RSUs
granted pursuant to this Agreement shall automatically terminate and be forfeited (without any
action by any party hereto) on the sooner of (x) the date on which the Participant’s employment is
terminated and (y) the date on which the Participant ceases to serve in the position of
[                    ] or in an Alternative Position.



	 	 	 
	 	 	Percentage of RSUs
	Date	 	Becoming Vested
	[                    ]
	 	[                    ]%
	[                    ]
	 	[                    ]%
	 
	 	 
	[                    ]
	 	[                    ]%






 


 









 





To the extent that the RSUs have not vested prior to the date that is the five-year anniversary of
the Grant Date, the unvested RSUs shall terminate and be forfeited as of such date, without any
further consideration to the Participant.



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) Notwithstanding the foregoing, if because of the Participant’s death or Disability the
Participant’s employment terminates or the Participant ceases to serve in the position of
[                                        ] or an Alternative Position, then the unvested RSUs, to the extent not
previously 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 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 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), 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).



 


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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:



“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.


 


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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 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 mail 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.


 


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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, 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, after both of the following have
occurred: (a) the Participant has executed the Agreement and (b) the Participant has executed the
Non-Competition, Non-Solicitation, Confidential Information and Intellectual Property Assignment
Agreement 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 this
Agreement shall be forfeited. 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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IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above
written.



	 	 	 	 	 
	 	MONSTER WORLDWIDE, INC.

 	 
	 	By:  	 	 
	 	 	Name:  	[                    ] 	 
	 	 	Title:  	[                    ] 	 
	 
	 	 
	 

	EXECUTIVE:	 
	 
	 	 
	 
	 	 	 
	 

	 	 
	 

	[                    ]	 



 


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EXHIBIT A




Non-Competition, Non-Solicitation, Confidential Information and Intellectual Property Assignment
Agreement





 


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