EXHIBIT 10.2


 


MONSTER
WORLDWIDE, INC.


 


RESTRICTED
STOCK AGREEMENT


 


THIS
RESTRICTED STOCK AGREEMENT (the “Agreement”) is made, effective as of
[                    ],
200[   ] (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
1999 Long Term Incentive Plan, as amended (the “Plan”), shares of Common Stock
upon such terms and subject to such forfeiture and other conditions as set
forth in this Agreement (the “Restricted Stock”).


 


NOW,
THEREFORE, the parties hereto agree as follows:


 


1.             Grant of the Restricted Stock.  Subject to the terms and conditions of the
Plan and this Agreement, the Participant is awarded as Restricted Stock
[          ] shares of Common
Stock for a purchase price of zero ($0.00). 
The Restricted Stock shall vest and become nonforfeitable, 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,
the Restricted Stock granted to the Participant shall vest and become
nonforfeitable as to the percentage of the Restricted Stock indicated on the
dates specified below (each a “Restricted Stock Vesting Date”):


 


 




	
  

  Date

  	
   

  	
  Percentage of Restricted 

  Stock Becoming Vested

  	
   

  
	
   

  	
   

  	
   

  	
   

  






 


 


 


 


 


 


 


 


In the event the above
vesting schedule results in the vesting of any fractional share of Common
Stock, such fractional share of Common Stock shall not be deemed vested
hereunder but shall vest and become nonforfeitable when such fractional share
of Common Stock aggregates a whole share of Common Stock.


 


 


 


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(b)           If
the Participant’s continued employment by the Company and its Affiliates is
terminated or terminates for any reason (other than death or Disability), then
the Restricted Stock, to the extent not then vested, shall be forfeited by the
Participant to the Company without consideration; provided, however, that if
the Participant’s continued service terminates because of the Participant’s
death or Disability, then the Restricted Stock, to the extent not then vested and
not previously forfeited, shall immediately become fully vested.


 


(c)           Notwithstanding
any other provision of this Agreement to the contrary, in the event that a
Change in Control occurs prior to the date that all of the Restricted Stock is
vested, then to the extent not previously forfeited all of the unvested
Restricted Stock shall vest effective upon the Change in Control.  In the event that a 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 3(d) of this
Agreement, then all of the unvested Restricted Stock of such Participant, to
the extent not previously forfeited, shall vest upon the Change in Control.


 


3.             Certain
Definitions.   Capitalized terms not
otherwise defined herein shall have the same meanings as in the Plan.  The following terms shall have the following
meanings:


 


(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)           “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 that can be expected to result in
death or that 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 having been 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.


 


 


 


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4.             Delivery
of Restricted Stock.  The Restricted
Stock hereby awarded shall be maintained in “book-entry” form, registered in
the Participant’s name on the stock transfer books of the Company, and no
actual certificates therefore shall be delivered by the Company.  As a condition to the receipt of the
Restricted Stock, the Participant is required to open an account with 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 shares required to be withheld) to be
credited to the Participant’s account with the Administrator.  The Participant shall be the record owner of
the Restricted Stock until or unless such Restricted Stock is forfeited
pursuant to Section 2 hereof.  As
record owner, the Participant shall be entitled to all rights of a holder of
the Common Stock, except that (1) any and all shares of Common Stock
received by 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 of shares of Common Stock, merger or
consolidation shall be deemed to be Restricted Stock subject to all of the
provisions of this Agreement and shall vest at the same time as the Restricted
Stock giving 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 11 of this
Agreement, and the Company may so limit transfers of the Restricted Stock on
its books.  The Participant agrees to take such
action and execute such instruments which the Company or the Administrator may
deem necessary or advisable to accept, maintain, receive or transfer the
Restricted Stock in accordance with the Plan and this Agreement.


 


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 of
its Affiliates or to interfere in any way with the right of the Company or any
of its Affiliates to terminate the employment of the Participant.  For purposes of this Agreement, a Participant’s
continued 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.


 


7.             Administration.  The Committee will have full power and
authority to interpret and apply the provisions of 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 vesting date the Participant has not provided
the Company with 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 vesting date to the effect that the
Participant will provide the Company 


 


 


 


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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 vesting on such vesting date or in the event the Participant
provides the Payment Notice but does not deliver payment of the appropriate
amount to the Company, 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 vesting date) 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.  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.


 


11.           Non-Assignability,
Etc.  The Restricted Stock may not be
assigned, alienated, pledged, attached, sold or otherwise transferred or
encumbered by the Participant and any such purported assignment, alienation,
pledge, attachment, sale, transfer or encumbrance of the Restricted Stock shall
be void and unenforceable against the Company.


 


12.           Securities
Laws; Insider Trading.  The Committee
may from time to time impose any conditions on the Restricted 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.


 


 


 


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13.           General.  This Agreement shall become valid and binding
on the parties when accepted by the Participant via the website operated by 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.  In the event that any
calendar date on which vesting is purportedly scheduled pursuant to the terms
of Section 2 is not a Business Day, the vesting shall automatically be
delayed until the first Business Day following that calendar date.


 


14.           Certain
Changes.  In the event of any
adjustment in the number of shares of Restricted 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 Restricted
Stock, as adjusted, will cover only the number of full shares resulting from
the adjustment.


 


 


 


 


 


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