EXHIBIT 10.3


 


MONSTER WORLDWIDE, INC.

RESTRICTED STOCK UNIT AGREEMENT


 


This agreement (the “Agreement”) made as of the
       day of
          ,
20     by and between MONSTER WORLDWIDE, INC., a Delaware
corporation (the “Company”), and
                                          
(the “Participant”).


 


W I T N E S S E T H:


 


WHEREAS, pursuant to the Company’s 1999 Long Term Incentive
Plan, as amended (the “Plan”), the Committee (as defined in the Plan) desires
to award to the Participant and the Participant desires to accept a grant of
RSUs (as defined below) upon the terms and conditions set forth in this
Agreement and the Plan.


 


NOW, THEREFORE, the parties hereto agree as follows:


 


1.             Grant of RSUs. 
Subject to the terms and conditions of this Agreement and the Plan, the
Committee hereby grants to the Participant               
RSUs as of the date of this agreement (the “Grant Date”). 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)           The RSUs granted to the Participant
shall vest and payment in respect of such number of RSUs shall be made as to
the percentage of the RSUs indicated on the dates specified below (each a “RSU
Vesting Date”), provided that the Participant has remained in the continuous
employment of the Company or any of its Affiliates from the Grant Date through
and including each applicable RSU Vesting Date:


 


 




	
  

  Date

  	
   

  	
  Incremental Percentage

  of Award Being Vested

  	
   

  
	
   

  	
   

  	
   

  	
   

  






 


 


 


 


 


 


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)           In the event that during the period
of the Participant’s employment with the Company or one of its Affiliates after
the Grant Date:


 


(i)                                                              the Participant dies, or


 


 

















 


 


(ii)                                                           the Participant incurs a Disability,


 


(such events are collectively referred to as “Acceleration Events”),
then all outstanding unvested RSUs shall immediately vest as of the date of the
applicable Acceleration Event, 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 there is a Change in Control, 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 in the sole determination of the Committee, it is
expected to be determined that the Participant is Disabled at the end of the
9-month period referred to in Section 4(e) 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.


 


(e)           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 one share of Common Stock with respect to each whole RSU that vests on
such date, subject to Sections 3 and 8 below.  Upon such delivery, all obligations of the
Company with respect to each such RSU shall be deemed satisfied in full.


 


3.             Certain Changes.


 


(a)           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. Cash dividends paid with respect
to a share of Common Stock shall be credited to a dividend book entry account
with respect to each RSU held by the Participant.  The right of the Participant to actually
receive any such dividend, payment, adjustment or change shall be subject to
the same restrictions (including, without limitation, vesting conditions) as
the RSU to which the dividend, payment, adjustment or change relates.


 


(b)           In the event of any adjustment in the
number of RSUs or shares of Common Stock covered by this Agreement pursuant to
any of the provisions of this Agreement, any fractional shares resulting from
such adjustment will be disregarded, and the RSUs or shares of Common Stock, as
adjusted, will cover only the number of full shares resulting from the
adjustment.


 


 


 


2

















 


 


4.             Certain Definitions.


 


(a)           “Affiliate” means an affiliate of the
Company within the meaning of Rule 405 under the Securities Act of 1933,
as amended (the “Securities Act”).


 


(b)           “Business Day” means a date on which
commercial banks in New York, New York are open for general business.


 


(c)           “Change in Control” has the meaning
given to such term in the Plan.


 


(d)           “Common Stock” means a share of
common stock, $.001 par value, of the Company.


 


(e)           “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.


 


(f)            “RSU” means a restricted stock unit,
which is a unit of measurement equivalent to one share of Common Stock but with
none of the attendant rights of a stockholder of a share of Common Stock,
including the right to vote (if any).


 


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 


 


 


 


3

















 


 


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. Without
limiting the foregoing, in no event shall the Participant be entitled to any shares
of Common Stock hereunder to the extent that the issuance or grant of such
shares would be in violation of the limitations specified in Section 4(b) of
the Plan.


 


7.             Administration. 
The Committee will have full power and authority to interpret and apply
the provisions of this Agreement and act on behalf of the Company and the Board
of Directors of the Company in connection with this Agreement, and the decision
of the Committee as to any matter arising under this Agreement shall be final,
binding and conclusive.  Such power and
authority may be delegated, to the extent not prohibited by the Plan, to one or
more members of the Committee or any other person or persons designated by the
Committee.


 


8.             Withholding. In the event that prior to any
applicable RSU Vesting Date hereunder the Participant has not provided the
Company with written notice (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 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.


 


9.             Notices. All notices or other communications to
be given or delivered in connection with this Agreement shall be in writing and
shall be deemed to have been properly served if delivered 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 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.


 


10.           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 


 


 


 


4

















 


 


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.


 


11.           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.


 


12.           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. 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.


 


13.           Mechanics; Applicable Law; Entire
Agreement.  This Agreement shall
become valid and binding on the parties when accepted by the Participant via
the website operated by the third party administering the Company’s equity
awards programs (currently Charles Schwab) (the “Administrator”).  The Company may condition the delivery of
shares of Common Stock to the Participant with respect to any vested RSUs upon
the Participant opening a brokerage account with the Administrator.  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
obligations 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.


 


 


 


 


5