Exhibit 10.2


 


HUDSON GLOBAL, INC.


RESTRICTED STOCK AWARD AGREEMENT


 


RESTRICTED STOCK AWARD
AGREEMENT (“Agreement”) made as of the [DAY]th day of [MONTH], [YEAR] (the “Grant Date”), by and between
HUDSON GLOBAL, INC., a Delaware corporation (the “Company”) and «First_Name» «Last_Name»
(the “Grantee”).


 


WITNESSETH:


 


WHEREAS, pursuant
to the Hudson Global, Inc. 2009 Incentive Stock and Awards Plan (the “Plan”), the Company desires to grant
to the Grantee and the Grantee desires to accept an award of shares of common stock, $.001 par value, of the Company (the “Common
Stock”) upon the terms and conditions set forth in this Agreement.


 


NOW, THEREFORE,
the parties hereto agree as follows:


 


1.          Award.
Subject to the terms and conditions set forth herein, the Company hereby awards the Grantee «Number_Shares_Regular__Regular_SLT_Agre»
shares of Common Stock (the “Restricted Stock”).


 


2.          Restrictions;
Vesting. Except as otherwise provided herein, the Restricted Stock may not be sold, transferred, pledged, encumbered, assigned
or otherwise alienated or hypothecated, if at all, until such shares of Restricted Stock have vested upon satisfaction of both
the performance vesting conditions and the service vesting conditions set forth below. The performance
vesting conditions with respect to the Restricted Stock shall be satisfied as follows:


 


(a)          50.0%
of the shares of Restricted Stock (the “Take-out Ratio Restricted Stock”) shall vest on the determination by the Committee
that, for the year ending December 31, 201___, the [Company/Grantee’s region/Grantee’s business unit/Grantee’s
group] achieved a “target” Take-out Ratio (as defined below) of [___], provided that 80.0% to 99.9% of the shares of
Take-out Ratio Restricted Stock will vest if the Take-out Ratio is between [__] and [__] (such vesting percentage determined pro
rata for Take-out Ratio achievement within such range), and a number of shares equal to 100.1% to 120.0% of the Take-out Ratio
Restricted Stock will vest (in the case of a number of shares up to 100.0% of the Take-out Ratio Restricted Stock) or be granted
(in the case of shares in excess of 100.0% of the Take-out Ratio Restricted Stock) if the Take-out Ratio is between [___] and [___]
(such vesting percentage determined pro rata for Take-out Ratio achievement within such range), subject in each case to satisfaction
of the service vesting conditions; and provided further that any such newly granted shares in excess of 100.0% of the Take-out
Ratio Restricted Stock shall be deemed Restricted Stock subject to all of the terms and conditions of this Agreement;


 


(b)          25%
of the shares of Restricted Stock (the “Employee Engagement Restricted Stock”) shall vest upon the determination by
the Committee that the [Company/Grantee’s region/Grantee’s business unit/Grantee’s group] achieved for the year
ending December 31, 201__ a “target” Employee Engagement Score (as defined below) of [____%]; provided that 80.0% to
99.9% of the shares of Employee Engagement Restricted Stock will vest if the Employee Engagement Score is between [__%] and [__%]
(such vesting percentage determined pro rata for Employee Engagement Score achievement within such range), and a number of shares
equal to 100.1% to 120.0% of the Employee Engagement Restricted Stock will vest (in the case of a number of shares up to 100.0%
of the Employee Engagement Restricted Stock) or be granted (in the case of shares in excess of 100.0% of the Employee Engagement
Restricted Stock) if the Employee Engagement Score is between [__%] and [__%] (such vesting percentage determined pro rata for
Employee Engagement Score achievement within such range), subject in each case to satisfaction of the service vesting conditions;
and provided further that any such newly granted shares in excess of 100.0% of the Employee Engagement Restricted Stock shall be
deemed Restricted Stock subject to all of the terms and conditions of this Agreement; and


 


(c)          25%
of the shares of Restricted Stock (the “Cash Efficiency Restricted Stock”) shall vest upon the determination by the
Committee that the [Company/Grantee’s region/Grantee’s business unit/Grantee’s group] achieved for the year ending
December 31, 201__ a “target” Cash Efficiency Score (as defined below) of [____]; provided that 80.0% to 99.9% of the
shares of Cash Efficiency Restricted Stock will vest if the Cash Efficiency Score is between [___] and [___] (such vesting percentage
determined pro rata for Cash Efficiency Score achievement within such range), and a number of shares equal to 100.1% to 120.0%
of the Cash Efficiency Restricted Stock will vest (in the case of a number of shares up to 100.0% of the Cash Efficiency Restricted
Stock) or be granted (in the case of shares in excess of 100.0% of the Cash Efficiency Restricted Stock) if the Cash Efficiency
Score is between [__] and [__] (such vesting percentage determined pro rata for Cash Efficiency Score achievement within such range),
subject in each case to satisfaction of the service vesting conditions; and provided further that any such newly granted shares
in excess of 100.0% of the Cash Efficiency Restricted Stock shall be deemed Restricted Stock subject to all of the terms and conditions
of this Agreement.


 



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The
Grantee shall forfeit the number of shares of Take-out Ratio Restricted Stock, Employee Efficiency Restricted Stock and Cash Efficiency
Restricted Stock that do not vest or are not granted (subject to satisfaction of the service vesting conditions) pursuant to the
preceding provisions. To the extent the performance vesting conditions above have been satisfied, the service vesting conditions
with respect to the Restricted Stock shall be satisfied as follows: (i) 33% of the shares of Restricted Stock shall vest on the
later of the determination of the satisfaction of the performance vesting conditions or the first anniversary of the Grant Date,
(ii) 33% of the shares of Restricted Stock shall vest on the second anniversary of the Grant Date and (iii) 34% of the shares of
Restricted Stock shall vest on the third anniversary of the Grant Date; provided that, in each case, the Grantee remains employed
by the Company or an affiliate (as defined below) of the Company from the Grant Date through the applicable service vesting date.
As used in this Agreement, the term “affiliate” means an affiliate of the Company within the meaning of Rule 405 under
the Securities Act of 1933, as amended. If any fractional shares would result from the strict application of the incremental
vesting percentages described above, then the actual number of shares of Restricted Stock that vest on any specific date will cover
only the full number of shares determined by rounding the number of shares to be issued from the strict application of the incremental
percentages set forth above to the nearest whole number.


 


For purposes of this
Section 2, the following definitions apply:


 


(1)         “Take-out
Ratio” means the percentage of the direct, front line costs incurred for the year ending December 31, 201_ divided by the
gross margin for the year ending December 31, 201_, in each case as determined by the Committee.


 


(2)         “Employee
Engagement Score” means the employee engagement score for the year ending December 31, 201_, based on a survey to be conducted
by AonHewitt applying the same methodology as was applied in the employee engagement survey conducted for the prior year, as determined
by the Committee.


 


(3)         “Cash
Efficiency Score” means (i) cash flow from operations for the year ending December 31, 201_ divided by (ii) gross margin
minus selling, general and administrative expenses for the year ending December 31, 201_, in each case as determined by the Committee.


 


3.          Evidence
of Restricted Stock. The shares of Restricted Stock awarded under this Agreement initially will be evidenced by book entries
on the Company’s stock transfer records. If and when the shares of Restricted Stock vest pursuant to Section 2, 5 or 8 and
the restrictions imposed by Section 2 terminate, the Company will deliver to the Grantee one or more stock certificates for the
appropriate number of shares, free of any restrictions imposed under this Agreement.


 


4.          Tax
Withholding. Notwithstanding anything herein to the contrary, certificates for shares of Restricted Stock that have vested
shall not be delivered to the Grantee unless and until the Grantee has delivered to the Executive Vice President, Human Resources
of the Company (or such other executive officer of the Company performing a similar function), at its corporate headquarters in
New York, New York, cash payment, if any, deemed necessary by the Company to enable it to satisfy any federal, foreign or other
tax withholding obligations with respect to the shares of Restricted Stock that have vested (the “Tax Amount”) (unless
other arrangements acceptable to the Company in its sole discretion have been made). Notwithstanding anything herein to the contrary,
in the event that a Grantee has not satisfied the conditions outlined in the immediately preceding sentence within twenty (20)
days after the shares of Restricted Stock have vested, the Company may (but shall not be required to), in its sole discretion,
at any time by notice to the Grantee, choose to satisfy the conditions outlined in the immediately preceding sentence by unilaterally
revoking the Grantee’s right to receive that number of shares of Restricted Stock that have vested with an aggregate value
equal to 150% of the Tax Amount. For purposes of the preceding sentence, each share of Restricted Stock shall be deemed to have
a value equal to the average closing price of a share of the Common Stock on the Nasdaq Global Market (or such other U.S. exchange
or market on which the Common Stock is then primarily traded) on the five (5) trading days up to and including the date of vesting.
The Company may from time to time change (or provide alternatives to) the method of tax withholding on the Restricted Stock granted
hereunder by notice to the Grantee, it being understood that from and after such notice the Grantee will be bound by the method
(or alternatives) specified in any such notice. The Company (in its sole and absolute discretion) may permit all or part of the
Tax Amount to be paid with shares of Common Stock owned by the Grantee, or in installments (together with interest) evidenced by
the Grantee’s secured promissory note.


 



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5.          Termination
of Employment. If the Grantee’s employment or service with the Company or its Affiliates is terminated for any reason
other than death, including but not limited to by reason of disability, then the shares of Restricted Stock that have not yet become
fully vested in accordance with Section 2 will automatically be forfeited by the Grantee (or the Grantee’s successors) and
any book entry with respect thereto will be canceled. If the Grantee’s employment terminates by reason of the Grantee’s
death, then the shares of Restricted Stock that have not yet become fully vested as a result of a service vesting condition contained
in Section 2 not being satisfied will automatically become fully vested and the restrictions imposed upon the Restricted Stock
by Section 2 will be immediately deemed to have lapsed, but only if and to the extent that the performance vesting conditions contained
in Section 2 shall have been achieved on or prior to the date of such termination of employment.


 


6.          Voting
Rights; Dividends and Other Distributions.


 


(a)          While
the Restricted Stock is subject to restrictions under Section 2 and prior to any forfeiture thereof, the Grantee may exercise full
voting rights for the Restricted Stock registered in his name.


 


(b)          While
the Restricted Stock is subject to the restrictions under Section 2 and prior to any forfeiture thereof, the Grantee shall be entitled
to receive all dividends and other distributions paid with respect to the Restricted Stock. If any such dividends or distributions
are paid in shares of Common Stock, then such shares shall be subject to the same restrictions as the shares of Restricted Stock
with respect to which they were paid.


 


(c)          Subject
to the provisions of this Agreement, the Grantee shall have, with respect to the Restricted Stock, all other rights of holders
of Common Stock.


 


7.          Securities
Law Restrictions. Notwithstanding anything herein to the contrary, shares of Restricted Stock shall not be issued hereunder
if, in the opinion of counsel to the Company, such exercise and/or issuance may result in a violation of federal or state securities
laws or the securities laws of any other relevant jurisdiction.


 


8.          Change
in Control. Effective upon a Change in Control (as defined in the Plan), if the Grantee is employed by the Company or an Affiliate
immediately prior to the date of such Change in Control, the shares of Restricted Stock will fully vest and the restrictions imposed
upon the Restricted Stock by Section 2 will be immediately deemed to have lapsed.


 


9.          No
Employment Rights. Nothing in this Agreement shall give the Grantee any right to continue in the employment of the Company
or any Affiliate, or interfere in any way with the right of the Company or any Affiliate to terminate the employment of the Grantee.


 


10.         Plan
Provisions. The provisions of the Plan shall govern if and to the extent that there are inconsistencies between those provisions
and the provisions hereof. The Grantee acknowledges receipt of a copy of the Plan prior to the execution of this Agreement. Capitalized
terms used in this Agreement but not defined herein shall have the meaning given to them in the Plan.


 


11.         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 in connection with this Agreement, and the decision of the Committee as to any matter arising under this
Agreement shall be binding and conclusive as to all persons.


 


12.         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 of this Agreement are included for the purpose of convenience
only and shall not affect the construction or interpretation of any of its provisions. All references in this Agreement to “$”
or “dollars” are to United States dollars.


 


13.         Employee
Handbook and Arbitration Agreements. As a material inducement to the Company to grant this award of Restricted Stock and to
enter into this Agreement, the Grantee hereby expressly agrees to (a) comply with and abide by the terms and conditions of, and
rules relating to, such Grantee’s employment with the Company or an Affiliate set forth in the applicable employee handbook
and (b) be bound by the terms and provisions of any arbitration or similar agreement to which the Grantee is or becomes a party
with the Company or an Affiliate.


 


14.         Confidentiality,
Non-Solicitation and Work Product Assignment. As a material inducement to the Company to grant this award of Restricted Stock
and enter into this Agreement, the Grantee hereby expressly agrees to be bound by the following covenants, terms and conditions:


 



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(a)          Definition.
“Confidential Information” consists of all information or data relating to the business of the Company, including but
not limited to, business and financial information; new product development and technological data; personnel information and the
identities of employees; the identities of clients and suppliers and prospective clients and suppliers; client lists and potential
client lists; development, expansion and business strategies, plans and techniques; computer programs, devices, methods, techniques,
processes and inventions; research and development activities; trade secrets as defined by applicable law and other materials (whether
in written, graphic, audio, visual, electronic or other media, including computer software) developed by or on behalf of the Company
which is not generally known to the public, which the Company has and will take precautions to maintain as confidential, and which
derives at least a portion of its value to the Company from its confidentiality. Additionally, Confidential Information includes
information of any third party doing business with the Company (actively or prospectively) that the Company or such third party
identifies as being confidential. Confidential Information does not include any information that is in the public domain or otherwise
publicly available (other than as a result of a wrongful act by the Grantee or an agent or other employee of the Company). For
purposes of this Section 14, the term “the Company” also refers to each of its officers, directors, employees and agents,
all subsidiary and affiliated entities, all benefit plans and benefit plans’ sponsors and administrators, fiduciaries, affiliates,
and all successors and assigns of any of them.


 


(b)          Agreement
to Maintain the Confidentiality of Confidential Information. The Grantee acknowledges that, as a result of his/her employment
by the Company, he/she will have access to such Confidential Information and to additional Confidential Information which may be
developed in the future. The Grantee acknowledges that all Confidential Information is the exclusive property of the Company, or
in the case of Confidential Information of a third party, of such third party. The Grantee agrees to hold all Confidential Information
in trust for the benefit of the owner of such Confidential Information. The Grantee further agrees that he/she will use Confidential
Information for the sole purpose of performing his/her work for the Company, and that during his/her employment with the Company,
and at all times after the termination of that employment for any reason, the Grantee will not use for his/her benefit, or the
benefit of others, or divulge or convey to any third party any Confidential Information obtained by the Grantee during his/her
employment by the Company, unless it is pursuant to the Company’s prior written permission.


 


(c)          Return
of Property. The Grantee acknowledges that he/she has not acquired and will not acquire any right, title or interest in any
Confidential Information or any portion thereof. The Grantee agrees that upon termination of his/her employment for any reason,
he/she will deliver to the Company immediately, but in no event later that the last day of his/her employment, all documents, data,
computer programs and all other materials, and all copies thereof, that were obtained or made by the Grantee during his/her employment
with the Company, which contain or relate to Confidential Information and will destroy all electronically stored versions of the
foregoing.


 


(d)          Disclosure
and Assignment of Inventions and Creative Works. The Grantee agrees to promptly disclose in writing to the Company all inventions,
ideas, discoveries, developments, improvements and innovations (collectively “Inventions”), whether or not patentable
and all copyrightable works, including but limited to computer software designs and programs (“Creative Works”) conceived,
made or developed by the Grantee, whether solely or together with others, during the period the Grantee is employed by the Company.
The Grantee agrees that all Inventions and all Creative Works, whether or not conceived or made during working hours, that: (1)
relate directly to the business of the Company or its actual or demonstrably anticipated research or development, or (2) result
from the Grantee’s work for the Company, or (3) involve the use of any equipment, supplies, facilities, Confidential Information,
or time of the Company, are the exclusive property of the Company. The Grantee hereby assigns and agrees to assign all right, title
and interest in and to all such Inventions and Creative Works to the Company. The Grantee understands that he/she is not required
to assign to the Company any Invention or Creative Work for which no equipment, supplies, facilities, Confidential Information
or time of the Company was used, unless such Invention or Creative Work relates directly to the Company’s business or actual
or demonstrably anticipated research and development, or results from any work performed by the Grantee for the Company.


 


(e)          Non-Solicitation
of Clients. During the period of the Grantee’s employment with the Company and for a period of one year from the date
of termination of such employment for any reason, the Grantee agrees that he/she will not, directly or indirectly, for the Grantee’s
benefit or on behalf of any person, corporation, partnership or entity whatsoever, call on, solicit, perform services for, interfere
with or endeavor to entice away from the Company any client to whom the Company provides services at any time during the 12 month
period proceeding the date of termination of the Grantee’s employment with the Company, or any prospective client to whom
the Company had made a presentation at any time during the 12 month period preceding the date of termination of the Grantee’s
employment with the Company.


 


(f)          Non-Solicitation
of Employees. For a period of one year after the date of termination of the Grantee’s employment with the Company for
any reason, the Grantee agrees that he/she will not, directly or indirectly, hire, attempt to hire, solicit for employment or encourage
the departure of any employee of the Company, to leave employment with the Company, or any individual who was employed by the Company
as of the last day of the Grantee’s employment with the Company.


 



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(g)          Enforcement.
If, at the time of enforcement of this Section 14, a court holds that any of the restrictions stated herein are unreasonable under
circumstances then existing, the parties hereto agree that the maximum period, scope or geographical area deemed reasonable under
such circumstances will be substituted for the stated period, scope or area as contained in this Section 14. Because money damages
would be an inadequate remedy for any breach of the Grantee’s obligations under this Agreement, in the event the Grantee
breaches or threatens to breach this Section 14, the Company, or any successors or assigns, may, in addition to other rights and
remedies existing in its favor, apply to any court of competent jurisdiction for specific performance, or injunctive or other equitable
relief in order to enforce or prevent any violations of this Section 14.


 


(h)          Miscellaneous.
The Grantee acknowledges and agrees that the provisions of this Section 14 are in addition to, and not in lieu of, any confidentiality,
non-solicitation, work product assignment and/or similar obligations that the Grantee may have with respect to the Company and/or
its Affiliates, whether by agreement, fiduciary obligation or otherwise and that the grant and the vesting of the Restricted Stock
contemplated by this Agreement are expressly made contingent on the Grantee's compliance with the provisions of this Section 14.
Without in any way limiting the provisions of this Section 14, the Grantee further acknowledges and agrees that the provisions
of this Section 14 shall remain applicable in accordance with their terms after the Grantee's termination of employment with the
Company, regardless of whether (1) the Grantee's termination or cessation of employment is voluntary or involuntary or (2) the
Restricted Stock has not or will not vest.


 


15.         Applicable
Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard
to conflict of law principles 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 and may not be modified except by written instrument executed by the parties.
The Grantee has not relied on any representation not set forth in this Agreement.


 


IN WITNESS WHEREOF, this Agreement has been
executed as of the date first above written.


 


	 	HUDSON GLOBAL, INC.
	 	 	 	 
	 	By:	 	 
	 	 	Name:	 
	 	 	Title:	 
	 	 	 	 
	 	 	 
	 	Grantee – Signature	 
	 	 	 
	 	 	 
	 	Grantee – Print Name	 


 



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