exv10w4






Exhibit 10.4




CTPARTNERS EXECUTIVE SEARCH INC.




2010 EQUITY INCENTIVE PLAN



1,000,000 Shares





	1.	 	Purpose; Establishment.




The CTPartners Executive Search Inc. 2010 Equity Incentive Plan (the “Plan”) is intended to
attract, retain and motivate employees, non-employee directors and third party consultants of the
Company, to motivate them to achieve long-term Company goals and to further align their interests
with those of the Company’s stockholders by providing incentive compensation opportunities tied to
the performance of the common stock of the Company and by promoting increased ownership of the
common stock by such individuals.





	2.	 	Definitions.




As used in the Plan, the following definitions apply to the terms indicated below:





	 	(a)	 	“Administrative Actions” shall have the meaning set forth in Section 4(b).






	 	(b)	 	“Affiliate” means any entity if, at the time of granting of an Award (1)
the Company, directly or indirectly, owns at least 50% of the combined voting power of
all classes of stock of such entity or at least 50% of the ownership interests in such
entity or (2) such entity, directly or indirectly, owns at least 50% of the combined
voting power of all classes of stock of the Company.






	 	(c)	 	“Agreement” shall mean the written agreement between the Company and a
Participant evidencing an Award or a notice of an Award delivered to a Participant by
the Company in hard copy paper form, electronically via the Internet or through other
electronic means.






	 	(d)	 	“Award” shall mean any Option, Stock Appreciation Right, Restricted Stock,
Restricted Stock Unit, Performance Share Unit, Stock Award or Other Award granted
pursuant to the terms of the Plan.






	 	(e)	 	“Board of Directors” shall mean the Board of Directors of the Company.






	 	(f)	 	“Business Criteria” shall mean (1) return on total stockholder equity; (2)
earnings or book value per share of Company Stock; (3) net income (before or after
taxes); (4) earnings before all or any interest, taxes, depreciation and/or
amortization (“EBIT”, “EBITA” or “EBITDA”); (5) return on assets, capital or
investment; (6) market share; (7) cost reduction goals; (8) earnings from continuing
operations; (9) levels of expense, costs or liabilities; (10) department, division or
business




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	 	 	 	unit level performance; (11) operating profit; (12) sales or revenues; (13) stock
price appreciation; (14) total stockholder return; (15) implementation or completion
of critical projects or processes; or (16) any combination of the foregoing. Where
applicable, Business Criteria may be expressed in terms of attaining a specified
level of the particular criteria or the attainment of a percentage increase or
decrease in the particular criteria, and may be applied to one or more of the
Company, an Affiliate, or a department, division or strategic business unit of the
Company, or may be applied to the performance of the Company relative to a market
index, a group of other companies or a combination thereof, all as determined by the
Committee. The Business Criteria may be subject to a threshold level of performance
below which no payment will be made (or no vesting will occur), levels of
performance at which specified payments will be made (or specified vesting will
occur), and a maximum level of performance above which no additional payment will be
made (or at which full vesting will occur). Each of the Business Criteria shall be
determined, where applicable, in accordance with generally accepted accounting
principles and shall be subject to certification by the Committee; provided that the
Committee shall have the authority (except, and to the extent, prohibited by law) to
make equitable adjustments to the Business Criteria in recognition of unusual or
non-recurring events affecting the Company or any Affiliate or the financial
statements of the Company or any Affiliate, in response to changes in applicable
laws or regulations, or to account for items of gain, loss or expense determined to
be extraordinary or unusual in nature or infrequent in occurrence or related to the
disposal of a segment of a business or related to a change in accounting principles.






	 	(g)	 	“Cause” shall mean, unless otherwise defined in the Participant’s
Agreement, employment agreement, senior management agreement or other written agreement
describing the Participant’s terms of employment with the Company, termination of the
Participant’s employment or service by the Company if, in the reasonable determination
of the Company, the Participant (i) engages in conduct that violates written policies
of the Company, (ii) fails to perform the essential functions of his or her job (except
for a failure resulting from a bona fide illness or incapacity), (iii) fails to carry
out the Company’s reasonable directions, issued through its Chief Executive Officer,
Board, other appropriate senior employee responsible for the Participant’s business
unit or area, or the Participant’s supervisor, (iv) engages in embezzlement,
misappropriation of corporate funds, any act of fraud, dishonesty or self-dealing, or
the commission of a felony or any significant violation of any statutory or common law
duty of loyalty to the Company, (v) commits an act or omission that could adversely and
materially affect the Company’s business or reputation or involves moral turpitude, or
(vi) breaches a material provision of this Plan or the Agreement evidencing an Award.






	 	(h)	 	“Code” shall mean the Internal Revenue Code of 1986, as amended from time
to time, and any lawful regulations or other guidance promulgated thereunder.
Reference to a Section of the Code shall be deemed to include a successor provision
with the same or similar purpose.




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	 	(i)	 	“Committee” shall mean a committee of the Board of Directors, which shall
consist of two or more persons, each of whom shall qualify as an “outside director”
within the meaning of Section 162(m) of the Code and a “nonemployee director” within
the meaning of Rule 16b-3 and shall satisfy the applicable independence requirements of
the Company and of any stock exchange upon which the Company Stock may, at the
applicable time, be listed.






	 	(j)	 	“Company” shall mean CTPartners Executive Search Inc., a Delaware
corporation, and, where appropriate, each of its Affiliates and Subsidiaries.






	 	(k)	 	“Company Stock” shall mean the common stock of the Company, par value
$0.001 per share.






	 	(l)	 	“Covered Employee” shall have the meaning set forth in Section 162(m) of
the Code.






	 	(m)	 	“Date of Grant” shall mean the date on which an Award under the Plan is
granted by the Committee, or such later date as the Committee may specify to be the
effective date of the Award.






	 	(n)	 	“Effective Date” shall mean the date that CTPartners Executive Search LLC
is converted into CTPartners Executive Search Inc., which date is specified in Section
32 hereof.






	 	(o)	 	“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended
from time to time.






	 	(p)	 	“Fair Market Value” of the Company Stock shall be calculated as follows:
(i) if the Company Stock is listed on a national securities exchange or traded on the
NASDAQ National Market or the NASDAQ SmallCap Market and sale prices are regularly
reported for the Company Stock, then the Fair Market Value shall be the closing selling
price for the Company Stock reported on the applicable composite tape or other
comparable reporting system on the applicable date, or if the applicable date is not a
trading day, on the most recent trading day immediately prior to the applicable date;
or (ii) if closing selling prices are not regularly reported for the Company Stock as
described in clause (i) above but bid and asked prices for the Company Stock are
regularly reported, then the Fair Market Value shall be the arithmetic mean between the
closing or last bid and asked prices for the Company Stock on the applicable date or,
if the applicable date is not a trading day, on the most recent trading day immediately
prior to the applicable date; or (iii) if prices are not regularly reported for the
Company Stock as described in clause (i) or (ii) above, then the Fair Market Value
shall be determined in good faith by the Committee in its sole discretion or under
procedures established by the Committee, whose determination shall be conclusive and
binding.




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	 	(q)	 	“Incentive Stock Option” shall mean an Option that qualifies as an
“incentive stock option” within the meaning of Section 422 of the Code and which is
designated by the Committee as an Incentive Stock Option.






	 	(r)	 	“Nonqualified Stock Option” shall mean an Option other than an Incentive
Stock Option.






	 	(s)	 	“Option” shall mean an option to purchase shares of Company Stock granted
pursuant to Section 7 hereof.






	 	(t)	 	“Other Award” shall mean an Award granted pursuant to Section 12 hereof.






	 	(u)	 	“Participant” shall mean an employee, non-employee director or third party
consultant of the Company to whom an Award is granted pursuant to the Plan.






	 	(v)	 	“Performance Share Unit” is a contractual right granted pursuant to Section
10 hereof representing a notional unit interest equal in value to a share of Company
Stock, to be paid or distributed at such times, and subject to such conditions
(specifically including conditions related to one or more Business Criteria) as set
forth in the Plan and the applicable agreement.






	 	(w)	 	“Restricted Stock” shall mean a share of Company Stock which is granted
pursuant to Section 9 hereof and which is subject to restrictions as set forth in
Section 9(d) hereof.






	 	(x)	 	“Restricted Stock Unit” is a contractual right granted pursuant to Section
10 hereof representing a notional unit interest equal in value to a share of Company
Stock, to be paid or distributed at such times, and subject to such conditions (which
need not include Business Criteria) as set forth in the Plan and the applicable
agreement.






	 	(y)	 	“Rule 16b-3” shall mean the Rule 16b-3 promulgated under the Exchange Act,
as amended from time to time.






	 	(z)	 	“Securities Act” shall mean the Securities Act of 1933, as amended from
time to time.






	 	(aa)	 	“Stock Appreciation Right” shall mean the right, granted pursuant to
Section 8 hereof, to receive, upon exercise of the right, the applicable amounts as
described in Section 8 hereof.






	 	(bb)	 	“Stock Award” shall mean an Award payable in shares of Company Stock
granted pursuant to Section 11 hereof.






	 	(cc)	 	“Subsidiary” shall mean a “subsidiary corporation” of the Company within
the meaning of Section 424(f) of the Code.




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	3.	 	Stock Subject to the Plan.






	 	(a)	 	Shares Available for Awards. The maximum number of shares of
Company Stock reserved for issuance under the Plan shall be 1,000,000 shares (subject
to adjustment as provided herein). All of such shares may be utilized in connection
with any type of Award which may be made under this Plan. Such shares may be
authorized but unissued shares of Company Stock or authorized and issued shares of
Company Stock held in the Company’s treasury.






	 	(b)	 	Individual Limitation; Limitation on Certain Awards; Limitation on
Incentive Stock Options. The maximum number of shares of Company Stock to which
Awards relate that may be granted to any Participant during any calendar year shall not
exceed 50,000 shares (subject to adjustment as provided herein). The maximum number of
 shares of Company Stock to which Awards of Options or Stock Appreciation Rights relate
(all of which Awards may be Incentive Stock Options) that may be granted under the Plan
shall be 1,000,000 (subject to adjustment as provided herein).






	 	(c)	 	Adjustment for Change in Capitalization. In the event that any
stock dividend or extraordinary dividend or other distribution is declared (whether in
the form of cash, Company Stock, or other property), or there occurs any
recapitalization, stock split, reverse stock split, reorganization, merger,
consolidation, spin-off, combination, repurchase, share exchange or other similar
corporate transaction or event, the Committee shall equitably adjust, in its sole and
absolute discretion, (1) the number and kind of shares of stock which may thereafter be
issued in connection with Awards, (2) the number and kind of shares of stock or other
property issued or issuable in respect of outstanding Awards, (3) the exercise price,
grant price or purchase price relating to any Award, and (4) the limitations set forth
in Sections 3(a) and 3(b); provided that, with respect to Incentive Stock Options, or
Awards which otherwise might become subject to Section 409A of the Code, such
adjustment shall be made in accordance with Section 424 of the Code.






	 	(d)	 	Reuse of Shares. Except to the extent that to do so would prevent
the grant of Incentive Stock Options hereunder, the following shares of Company Stock
shall again become available for Awards: (1) any shares subject to an Award that
remain unissued upon the cancellation, surrender, exchange or termination of such Award
without having been exercised or settled; (2) any shares subject to an Award that are
retained by the Company as payment of the exercise price or tax withholding obligations
with respect to an Award; and (3) a number of shares equal to the number of previously
owned shares of Company Stock surrendered to the Company as payment of the exercise
price of an Option or to satisfy tax withholding obligations with respect to an Award.
In addition, (x) to the extent an Award is paid or settled in cash, the number of
 shares of Company Stock with respect to which such payment or settlement is made shall
again be available for grants of Awards pursuant to the Plan and (y) in the event of
the exercise of a Stock Appreciation Right granted in relation to an Option, the excess
of the




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	 	 	 	number of shares subject to the Stock Appreciation Right over the number of shares
delivered upon the exercise of the Stock Appreciation Right shall again be available
for grants of Awards pursuant to the Plan.






	4.	 	Administration of the Plan.






	 	(a)	 	General. The Plan shall be administered by the Committee. The
Committee shall have the authority in its sole discretion, subject to and not
inconsistent with the express provisions of the Plan, to administer the Plan and to
exercise all the powers and authorities either specifically granted to it under the
Plan or necessary or advisable in the administration of the Plan, including, without
limitation, the authority to grant Awards; to determine the persons to whom and the
Date of Grant of Awards; to determine the type and number of Awards to be granted, the
number of shares of Company Stock or cash or other property to which an Award may
relate and the terms, conditions, restrictions and performance criteria relating to any
Award; to determine whether, to what extent, and under what circumstances an Award may
be settled, cancelled, forfeited, exchanged, or surrendered; to construe and interpret
the Plan and any Award; to prescribe, amend and rescind rules and regulations relating
to the Plan; to determine the terms and provisions of Agreements; to make any factual
determinations needed in administration of the Plan; and to make all other
determinations deemed necessary or advisable for the administration of the Plan. The
Committee may, in its sole and absolute discretion, without amendment to the Plan, (1)
accelerate the date on which any Award becomes exercisable, (2) waive or amend the
operation of Plan provisions respecting exercise after termination of employment
(provided that the term of an Option or Stock Appreciation Right may not be extended
beyond ten years from the date of grant), (3) accelerate the vesting date, or waive any
condition imposed hereunder, with respect to any share of Restricted Stock, Restricted
Stock Unit, Performance Share Unit, Stock Award or Other Award, and (4) otherwise
adjust any of the terms applicable to any such Award in a manner consistent with the
terms of the Plan. The Committee’s determinations under the Plan need not be uniform
and may be made selectively by the Committee, whether or not affected Participants or
others are similarly situated. The Committee shall, in its discretion, consider such
factors as it deems relevant in making its interpretations, determinations and actions
under the Plan including, without limitation, the recommendations or advice of any
officer or employee of the Company or such attorneys, third party consultants,
accountants or other advisors as it may select. All interpretations, determinations
and actions by the Committee shall be final, conclusive, and binding upon all parties.






	 	(b)	 	Delegation of Authority. The Committee shall be permitted to
delegate, to any appropriate officer or employee of the Company, responsibility for
performing ministerial functions under the Plan. In the event that the Committee’s
authority is delegated to officers or employees in accordance with the foregoing, all
provisions of the Plan relating to the Committee shall be interpreted in a manner
consistent with the foregoing by treating any such reference as a reference to such
officer or employee for such purpose. Any action undertaken in accordance with




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	 	 	 	the Committee’s delegation of authority hereunder shall have the same force and
effect as if such action was undertaken directly by the Committee and shall be
deemed for all purposes of the Plan to have been taken by the Committee.






	 	(c)	 	Indemnification. No member of the Committee (or a delegate of the
Committee), and no officer of the Company, shall be liable for any action taken or
omitted to be taken by such individual or by any other member of the Committee or
officer of the Company in connection with the performance of duties under this Plan,
except for such individual’s own willful misconduct or as expressly provided by law
(the “Administrative Actions”). Further, members of the Committee (and all delegates
of the Committee), in addition to such other rights of indemnification as they may have
as members of the Board or officers of the Company or an affiliate, shall be
indemnified and held harmless by the Company to the fullest extent allowed by law
against all costs and expenses reasonably incurred by them in connection with any
action, suit or proceeding to which they or any of them may be party by reason of any
Administrative Action.






	 	(d)	 	Awards to non-employee directors. Notwithstanding anything in the
Plan to the contrary, the powers and authority of the Committee shall be exercised by
the Board of Directors in the case of Awards to non-employee directors.






	5.	 	Eligibility.




The persons who shall be eligible to receive Awards pursuant to the Plan shall be all employees of
the Company (including officers of the Company, whether or not they are directors of the Company),
third party consultants to the Company and non-employee directors of the Company, in each case as
the Committee (or, in the case of non-employee directors, the Board of Directors) shall select from
time to time. The grant of an Award hereunder to any employee, non-employee director or third
party consultants shall impose no obligation on the Company or any Affiliate or Subsidiary to
continue the employment or service of a Participant and shall not lessen or affect the Company’s or
such Affiliate’s or Subsidiary’s right to terminate the employment or service of such Participant.
No Participant or other person shall have any claim to be granted any Award, and there is no
obligation for uniformity of treatment of Participants, or holders or beneficiaries of Awards, or
of multiple Awards granted to a Participant. The terms and conditions of Awards and the
Committee’s determinations and interpretations with respect thereto need not be the same with
respect to each Participant (whether or not such Participants are similarly situated).





	6.	 	Awards Under the Plan; Agreement.




The Committee may grant Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock
Units, Performance Share Units, Stock Bonuses and Other Awards in such amounts and with such terms
and conditions as the Committee shall determine, subject to the provisions of the Plan. Each Award
granted under the Plan (except an unconditional Stock Bonus) shall be evidenced by an Agreement
which shall contain such provisions as the Committee may in its sole discretion deem necessary or
desirable and which are not in conflict with the terms of the Plan. By accepting an Award, a
Participant shall be deemed to agree that the Award shall be






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subject to all of the terms and provisions of the Plan and the applicable Agreement. In the case
of any fractional share or unit resulting from the grant, vesting, payment or otherwise under an
Award, the Committee shall have the discretionary authority to (i) disregard such fractional share
or unit, (ii) round such fractional share or unit to the nearest lower or higher whole share or
unit, or (iii) convert such fractional share or unit into a right to receive a cash payment.





	7.	 	Options.






	 	(a)	 	Identification of Options. Subject to the rules applicable to
Incentive Stock Options, each Option shall be clearly identified in the applicable
Agreement as either an Incentive Stock Option or a Nonqualified Stock Option as
determined by the Committee in its discretion. All Options shall be non-transferable,
except by will or the laws of descent and distribution or except as otherwise
determined by the Committee with respect to a Nonqualified Stock Option.






	 	(b)	 	Exercise Price. Each Agreement with respect to an Option shall set
forth the amount per share (the “option exercise price”) payable by the Participant to
the Company upon exercise of the Option.






	 	(c)	 	Term and Exercise of Options.






	 	(i)	 	Each Option shall become exercisable at the time determined
by the Committee and set forth in the applicable Agreement. At the time of
grant of an Option, the Committee may impose such restrictions or conditions to
the exercisability of the Option as it, in its absolute discretion, deems
appropriate, including, but not limited to, achievement of performance goals
based on one or more Business Criteria. Subject to Section 7(d) hereof, the
Committee shall determine the expiration date of each Option, which shall be no
later than the tenth anniversary of the date of grant of the Option.






	 	(ii)	 	An Option shall be exercised by delivering the form of
notice of exercise provided by the Committee. Payment for shares of Company
Stock purchased upon the exercise of an Option shall be made on the effective
date of such exercise by one or a combination of the following means: (A) in
cash or by personal check, certified check, bank cashier’s check or wire
transfer; (B) in shares of Company Stock owned by the Participant for at least
six months prior to the date of exercise and valued at their Fair Market Value
on the effective date of such exercise; or (C) by any such other methods
(including broker assisted cashless exercise via a broker selected by the
Committee) as the Committee may from time to time authorize; provided, however,
that in the case of a Participant who is subject to Section 16 of the Exchange
Act, the method of making such payment shall be in compliance with applicable
law. Any payment in shares of Company Stock shall be effected by the delivery
of such shares to the Secretary of the Company or his or her designee, duly
endorsed in blank or accompanied by stock powers duly executed in blank,
together




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	 	 	 	with any other documents and evidences as the Secretary of the Company or
his or her designee shall require.






	 	(iii)	 	Certificates for shares of Company Stock purchased upon
the exercise of an Option shall be issued in the name of or for the account of
the Participant or other person entitled to receive such shares and delivered
to the Participant or such other person, in accordance with and subject to the
restrictions of Section 14 hereof, as soon as practicable following the
effective date on which the Option is exercised.






	 	(d)	 	Provisions Relating to Incentive Stock Options. Incentive Stock
Options may only be granted to employees of the Company and its Subsidiaries, in
accordance with the provisions of Section 422 of the Code. The option exercise price
for each Incentive Stock Option shall be equal to or greater than the Fair Market Value
of a share of Company Stock on the Date of Grant. To the extent that the aggregate
Fair Market Value of shares of Company Stock with respect to which Incentive Stock
Options are exercisable for the first time by a Participant during any calendar year
under the Plan and any other stock option plan of the Company or a Subsidiary shall
exceed $100,000, such Options shall be treated as Nonqualified Stock Options. For
purposes of this Section 7(d), Fair Market Value shall be determined as of the Date of
Grant of such Incentive Stock Option. No Incentive Stock Option may be granted to an
individual if, at the time of the proposed grant, such individual owns (or is deemed to
own under the Code) stock possessing more than ten percent of the total combined voting
power of all classes of stock of the Company unless (A) the exercise price of such
Incentive Stock Option is at least 110% of the Fair Market Value of a share of Company
Stock on the Date of Grant of such Incentive Stock Option and (B) such Incentive Stock
Option is not exercisable after the expiration of five years from the Date of Grant of
such Incentive Stock Option.






	 	(e)	 	Effect of Termination of Employment (or Provision of Services).
Unless otherwise provided by the Committee, in the event that the employment of a
Participant with the Company (or the Participant’s service to the Company) shall
terminate for any reason other than Cause, death, disability or retirement, (i) each
Option granted to such Participant, to the extent that it is exercisable at the time of
such termination, shall remain exercisable for the 45 day period following such
termination, but in no event following the expiration of its term, and shall be
cancelled at the end of such period, and (ii) each Option that remains unexercisable as
of the date of such a termination shall be cancelled at the time of such termination.
In the event that the employment of a Participant with the Company (or the
Participant’s service to the Company) shall terminate on account of the death,
disability or retirement of the Participant, treatment of each Option granted to such
Participant that is outstanding as of the date of such termination shall be determined
by the Committee, in its sole discretion. In the event that the employment of a
Participant with the Company (or the Participant’s service to the Company) shall
terminate on account of Cause, each Option that is outstanding as




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	 	 	 	of the date of such termination, whether or not then exercisable, shall be cancelled at the time of
such termination.






	 	(f)	 	Restrictions on All Options. No Option awarded under the Plan,
whether an Incentive Stock Option or otherwise:






	 	(i)	 	shall be awarded with an exercise price which is less than
the Fair Market Value of the Company Stock on the Date of Grant; or






	 	(ii)	 	shall be granted as a reload option; or






	 	(iii)	 	shall be subject to any repricing (other than an
adjustment for a change in capitalization as described in Section 3(c) hereof).






	8.	 	Stock Appreciation Rights.






	 	(a)	 	Grant. A Stock Appreciation Right may be granted in connection with
an Option, either at the time of grant or, with respect to a Nonqualified Stock Option,
at any time thereafter during the term of the Option, or may be granted unrelated to an
Option. At the time of grant of a Stock Appreciation Right, the Committee may impose
such restrictions or conditions to the exercisability of the Stock Appreciation Right
as it, in its absolute discretion, deems appropriate, including, but not limited to,
achievement of performance goals based on one or more Business Criteria. The term of a
Stock Appreciation Right granted without relationship to an Option shall not exceed ten
years from the Date of Grant.






	 	(b)	 	Surrender of Option. A Stock Appreciation Right related to an
Option shall require the holder, upon exercise, to surrender such Option with respect
to the number of shares as to which such Stock Appreciation Right is exercised, in
order to receive payment of any amount computed pursuant to Section 8(d). Such Option
will, to the extent surrendered, then cease to be exercisable and shall be cancelled.






	 	(c)	 	Exercise. Subject to Section 8(h) and to such rules and
restrictions as the Committee may impose, a Stock Appreciation Right granted in
connection with an Option will be exercisable at such time or times, and only to the
extent that a related Option is exercisable, and will not be transferable except to the
extent that such related Option may be transferable.






	 	(d)	 	Payment When Related to an Option. Upon the exercise of a Stock
Appreciation Right related to an Option, the holder will be entitled to receive payment
of an amount determined by multiplying:






	 	(i)	 	The excess of (1) the Fair Market Value of a share of
Company Stock on the date of exercise of such Stock Appreciation Right over the
option exercise price specified in the related Option, by




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	 	(ii)	 	the number of shares as to which such Stock Appreciation
Right is exercised; and






	 	 	 	such exercise shall result in a reduction in the number of Stock Appreciation Rights
outstanding and the related Options outstanding in a number equal to the number of
Stock Appreciation Rights exercised. Furthermore, if the Stock Appreciation Right
is related to an Incentive Stock Option, the Stock Appreciation Right, the Option
and the relationship shall be subject to IRS Regulation 1.422 — 5(d) or its
successor to the end of maintaining the qualified status of the Incentive Stock
Option.






	 	(e)	 	Payment When Unrelated to an Option. A Stock Appreciation Right
granted without relationship to an Option will entitle the holder, upon exercise of the
Stock Appreciation Right, to receive payment of an amount determined by multiplying:






	 	(i)	 	the excess of (1) the Fair Market Value of a share of
Company Stock on the date of exercise of such Stock Appreciation Right over (2)
the greater of the Fair Market Value of a share of Company Stock on the Date of
Grant of the Stock Appreciation Right or such greater amount as may be set
forth in the applicable Agreement, by






	 	(ii)	 	the number of shares as to which such Stock Appreciation
Right is exercised.






	 	(f)	 	Limitations. Notwithstanding subsections (d) and (e) above, the
Committee may place a limitation on the amount payable upon exercise of a Stock
Appreciation Right. Any such limitation must be determined as of the date of grant and
noted in the applicable Agreement.






	 	(g)	 	Method of Payment. Payment of the amount determined under
subsections (d) and (e) above may be made solely in whole shares of Company Stock
valued at their Fair Market Value on the date of exercise of the Stock Appreciation
Right or alternatively, in the sole discretion of the Committee, solely in cash or a
combination of cash and shares. Certificates for shares of Company Stock payable upon
the exercise of the Stock Appreciation Right shall be issued in the name of or for the
account of the Participant entitled to receive such shares and delivered to the
Participant or such other person in accordance with and subject to the restrictions of
Section 14 hereof as soon as practical following the effective date on which the Stock
Appreciation Right is exercised. If the Committee decides that payment will be made in
 shares of Company Stock, and the amount payable results in a fractional share, payment
for the fractional share will be made in cash.






	 	(h)	 	Termination of Employment (or Provision of Services). Unless
otherwise provided by the Committee, in the event that the employment of a Participant
with the Company (or the Participant’s service to the Company) shall terminate for any




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	 	 	 	reason other than Cause, death, disability or retirement, (i) each Stock Appreciation
Right granted to such Participant, to the extent that it is exercisable at the time of
such termination, shall remain exercisable for the 45 day period
following such termination, but in no event following the expiration of its term,
and shall be cancelled at the end of such period, and (ii) each Stock Appreciation
Right that remains unexercisable as of the date of such a termination shall be
cancelled at the time of such termination. In the event that the employment of a
Participant with the Company (or the Participant’s service to the Company) shall
terminate on account of the death, disability or retirement of the Participant,
treatment of each Stock Appreciation Right granted to such Participant that is
outstanding as of the date of such termination shall be determined by the Committee,
in its sole discretion. In the event that the employment of a Participant with the
Company (or the Participant’s service to the Company) shall terminate on account of
Cause, each Stock Appreciation Right that is outstanding as of the date of such
termination, whether or not then exercisable, shall be cancelled at the time of such
termination.






	9.	 	Restricted Stock.






	 	(a)	 	Price. At the time of the grant of shares of Restricted Stock, the
Committee shall determine the price, if any, to be paid by the Participant for each
share of Restricted Stock subject to the Award.






	 	(b)	 	Vesting Date. At the time of grant of shares of Restricted Stock,
the Committee shall establish a vesting date or vesting dates with respect to such
 shares. The Committee may divide such shares into classes and assign a different
vesting date for each class. Provided that all conditions to the vesting of a share of
Restricted Stock are satisfied, and subject to Section 9(h), upon the occurrence of the
vesting date with respect to a share of Restricted Stock, such share shall vest and the
restrictions of Section 9(d) shall lapse.






	 	(c)	 	Conditions to Vesting. At the time of the grant of shares of
Restricted Stock, the Committee may impose such restrictions or conditions to the
vesting of such shares as it, in its absolute discretion, deems appropriate, including,
but not limited to, achievement of performance goals based on one or more Business
Criteria. The Committee may also provide that the vesting or forfeiture of shares of
Restricted Stock may be based upon the achievement of, or failure to achieve, certain
levels of performance and may provide for partial vesting of Restricted Stock in the
event that the maximum level of performance is not met if the minimum level of
performance has been equaled or exceeded.






	 	(d)	 	Restrictions on Transfer Prior to Vesting. Prior to the vesting of
a share of Restricted Stock, such Restricted Stock may not be transferred, assigned or
otherwise disposed of, and no transfer of a Participant’s rights with respect to such
Restricted Stock, whether voluntary or involuntary, by operation of law or otherwise,
shall be permitted. Immediately upon any attempt to transfer such




12









 






	 	 	 	rights, such shares,
and all of the rights related thereto, shall be forfeited by the Participant.






	 	(e)	 	Dividends on Restricted Stock. The Committee in its discretion may
require that any dividends paid on shares of Restricted Stock be held in escrow until
all restrictions on such shares have lapsed.






	 	(f)	 	Issuance of Certificates. The Committee may, upon such terms and
conditions as it determines, provide that (1) a certificate or certificates
representing the shares underlying a Restricted Stock award shall be registered in the
Participant’s name and bear an appropriate legend specifying that such shares are not
transferable and are subject to the provisions of the Plan and the restrictions, terms
and conditions set forth in the applicable Agreement, (2) such certificate or
certificates shall be held in escrow by the Company on behalf of the Participant until
such shares become vested or are forfeited or (3) subject to applicable law, the
Participant’s ownership of the Restricted Stock shall be registered by the Company in
book entry form.






	 	(g)	 	Consequences of Vesting. Upon the vesting of a share of Restricted
Stock pursuant to the terms hereof, the restrictions of Section 9(d) shall lapse with
respect to such share. Following the date on which a share of Restricted Stock vests,
a certificate for the share of Company Stock shall be issued in the name of or for the
account of the Participant or the restriction released from a certificate previously
issued to the Participant and the certificate delivered to the Participant in
accordance with and subject to the restrictions of Section 14 hereof as soon as
practicable following the vesting of such Restricted Stock.






	 	(h)	 	Effect of Termination of Employment (or Provision of Services).
Except as may otherwise be provided in the applicable Agreement, and subject to the
Committee’s authority under Section 4 hereof, upon the termination of a Participant’s
employment (or upon cessation of such Participant’s services to the Company) for any
reason other than death, disability or retirement, any and all shares to which
restrictions on transferability apply shall be immediately forfeited by the Participant
and transferred to, and reacquired by, the Company. In the event of a forfeiture of
 shares pursuant to this section, the Company shall repay to the Participant (or the
Participant’s estate) any amount paid by the Participant for such shares. In the event
that the Company requires a return of shares, it shall also have the right to require
the return of all dividends paid on such shares, whether by termination of any escrow
arrangement under which such dividends are held or otherwise. In the event that the
employment of a Participant with the Company (or the Participant’s service to the
Company) shall terminate on account of the death, disability or retirement of the
Participant, treatment of any and all shares to which restrictions on transferability
apply as of the date of such termination shall be determined by the Committee, in its
sole discretion.





13









 








	10.	 	Restricted Share Units and Performance Share Units.








	 	(a)	 	Grant of Awards. A Restricted Stock Unit Award or Performance
Share Unit Award may be granted to any eligible person selected by the Committee. The
value of each stock unit under such an Award is equal to the Fair Market Value of
the Common Stock on the applicable date or time period of determination, as
specified by the Committee. Such an Award shall be subject to such restrictions and
conditions as the Committee shall determine. Such an Award may be granted together
with a dividend equivalent right with respect to the shares of Common Stock subject
to the Award, which may be accumulated and may be deemed reinvested in additional
stock units, as determined by the Committee in its discretion.






	 	(b)	 	Vesting Date. At the time of the grant of such an Award, the
Committee shall establish a vesting date or vesting dates with respect to such Award.
The Committee may divide the Award into classes and assign a different vesting date for
each class. Provided that all conditions to the vesting of an Award imposed pursuant
to Section 10(c) are satisfied, and subject to Section 10(d), upon the occurrence of
the vesting date with respect to an Award, such Award shall vest.






	 	(c)	 	Benefit upon Vesting. Unless otherwise provided in an Agreement,
upon the vesting of a Restricted Stock Unit or Performance Share Unit, the Participant
shall be paid, as soon as practicable following the date on which such Unit shall vest,
an amount, in cash and/or shares of Company Stock, as determined by the Committee,
equal to the sum of (1) the Fair Market Value of a share of Company Stock on the date
on which such unit vests and (2) the aggregate amount of cash dividends paid with
respect to a share of Company Stock during the period commencing on the date on which
the unit was granted and terminating on the date on which such share vests if the Award
provides for dividends. Certificates for shares of Company Stock to be paid upon
vesting of the Restricted Stock Unit or Performance Share Unit shall be issued in the
name of or for the account of the Participant entitled to receive such shares and
delivered to the Participant in accordance with and subject to the restrictions of
Section 14 hereof as soon as practicable following the vesting thereof.






	 	(d)	 	Conditions to Vesting. At the time of the grant of Restricted
Stock Units or Performance Share Units, the Committee may impose such restrictions or
conditions to the vesting of such shares as it, in its absolute discretion, deems
appropriate, including, but not limited to, achievement of performance goals based on
one or more Business Criteria and provided that (i) each Award of a Restricted Stock
Unit shall have a time vesting provision (and may have other vesting provisions) and
(ii) each Performance Share Unit shall have a performance vesting provision (and may
have other vesting provisions).






	 	(e)	 	Effect of Termination of Employment (or Provision of Services).
Except as may otherwise be provided in the applicable Agreement, and subject to the
Committee’s authority under Section 4 hereof, upon the termination of a Participant’s
employment (or upon cessation of such Participant’s services to the Company) for any
reason other than Cause, death, disability or, retirement, any




14









 












	 	 	 	and all Restricted Stock
Units or Performance Share Units that have not vested, together with the dividends (if
any) credited on such shares, shall be forfeited upon the Participant’s termination of
employment (or upon cessation of such
Participant’s services to the Company) and cancelled. In the event that the
employment of a Participant with the Company (or the Participant’s service to the
Company) shall terminate on account of the death, disability or, retirement of the
Participant, treatment of any and all Awards shall be determined by the Committee,
in its sole discretion. In the event that the employment of a Participant with the
Company (or the Participant’s service to the Company) shall terminate on account of
Cause, any and all Awards that are outstanding as of the date of such termination,
whether or not then vested, shall be forfeited and cancelled at the time of such
termination.






	11.	 	Stock Awards.






	 	(a)	 	Grant of Stock Awards. A Stock Award may be granted to any
eligible person selected by the Committee. A Stock Award may be granted for past
services, in lieu of bonus or other cash compensation, as directors’ compensation or
for any other valid purpose as determined by the Committee. A Stock Award granted to
an eligible person represents shares of Common Stock that are issued without
restrictions on transfer and other incidents of ownership and free of forfeiture
conditions, except as otherwise provided in the Plan and the Award Agreement. The
Committee may, in connection with any Stock Award, require the payment of a specified
purchase price.






	 	(b)	 	Issuance of Stock Certificate. In the event that the Committee
grants a Stock Award, a certificate for the shares of Company Stock constituting such
Award shall be issued in the name of the Participant to whom such Award was made and
delivered to such Participant, in accordance with and subject to the restrictions of
Section 14 hereof, as soon as practicable after the date on which such Stock Award is
payable.






	 	(c)	 	Rights as a Shareholder. Subject to the foregoing provisions of
this Section 11 and the applicable Award Agreement, upon the issuance of the Common
Stock under a Stock Award, the Participant shall have all rights of a shareholder with
respect to the Shares of Common Stock, including the right to vote the shares and
receive all dividends and other distributions paid or made with respect thereto.






	12.	 	Other Awards.




Other forms of Awards (“Other Awards”) valued in whole or in part by reference to, or otherwise
based on, Company Stock may be granted either alone or in addition to other Awards under the Plan.
Subject to the provisions of the Plan, the Committee shall have sole and complete authority to
determine the persons to whom and the time or times at which such Other Awards shall be granted,
the number of shares of Company Stock to be granted pursuant to such Other Awards, or the
conditions to the vesting and/or payment of such Other Awards (which




15









 







may include, but not be
limited to, achievement of performance goals based on one or more Business Criteria) and all other
terms and conditions of such Other Awards.





	13.	 	Special Tax Compliance Provisions Regarding Certain Awards.




The Committee may make Awards hereunder to Covered Employees (or to individuals whom the Committee
believes may become Covered Employees) that are intended to qualify as performance-based
compensation under Section 162(m) of the Code. The exercisability and/or payment of such Awards
may be subject to the achievement of performance goals based upon one or more Business Criteria and
to certification of such achievement in writing by the Committee. Such performance goals shall be
established in writing by the Committee not later than the time period prescribed under Section
162(m). All provisions of such Awards which are intended to qualify as performance-based
compensation shall be construed in a manner to so comply.



It is intended that all of the Awards to be made under the Plan shall be exempt from the provisions
of Section 409A of the Code and, except where otherwise expressly indicated by the Committee, the
Plan shall be so interpreted and so administered. Without limiting the generality of the
foregoing, to this end, where relevant in determining whether an Award is subject to Section 409A
of the Code, Fair Market Value shall be determined and share adjustment due to change in
capitalization (as described in Section 3(c) hereof) shall be implemented so as to avoid
application of Section 409A of the Code to any Award. Furthermore, where relevant in determining
whether an Award is subject to Section 409A of the Code, an Award shall be granted only to an
individual in a capacity such that a share of Company Stock would be considered “service recipient
stock” as described in IRS Regulation 1.409A — 1(b)(5)(iii) or its successor with respect to such
individual unless otherwise expressly indicated by the Committee.





	14.	 	Delivery of Company Stock and Rights as a Stockholder.




Subject to Section 16 hereof, applicable law and other Plan provisions, whenever a share of Company
Stock is to be issued or delivered to a Participant or other person due to the exercise of an
Option or a Stock Appreciation Right, the vesting of Restricted Stock, a Restricted Stock Unit or a
Performance Share Unit, a Stock Award or pursuant to an Other Award, the Committee shall cause a
certificate to be issued (which may be via book entry or other appropriate means). The Committee
may cause any certificate evidencing such shares to bear a restrictive legend if the Committee
determines such legend to be appropriate. No person shall have any rights as a stockholder with
respect to any shares of Company Stock covered by or relating to any Award until the date of
issuance of a stock certificate with respect to such shares. Except for adjustments provided in
Section 3(c), no adjustment to any Award shall be made for dividends or other rights for which the
record date occurs prior to the date such stock certificate is issued





	15.	 	No Employment Rights; No Right to Award.




Nothing contained in the Plan or any Agreement shall confer upon any Participant any right with
respect to the continuation of employment by or provision of services to the Company or interfere
in any way with the right of the Company, subject to the terms of any separate agreement to the
contrary, at any time to terminate such employment or service or to increase or






16









 







decrease the
compensation of the Participant. No person shall have any claim or right to receive an Award
hereunder. The Committee’s granting of an Award to a Participant at any time shall neither require
the Committee to grant any other Award to such Participant or other person at any
time nor preclude the Committee from making subsequent grants to such Participant or any other
person.





	16.	 	Securities Matters.






	 	(a)	 	Delivery of Certificates. Notwithstanding anything herein to the
contrary, the Company shall not be obligated to cause to be issued or delivered any
certificates evidencing shares of Company Stock pursuant to the Plan unless and until
the Company is advised by its counsel (which may be the Company’s in-house counsel)
that the issuance and delivery of such certificates is in compliance with all
applicable laws, regulations of governmental authority and the requirements of any
securities exchange on which shares of Company Stock are traded. The Committee may
require, as a condition of the issuance and delivery of certificates evidencing shares
of Company Stock pursuant to the terms hereof, that the recipient of such shares make
such agreements and representations, and that such certificates bear such legends, as
the Committee, in its sole discretion, deems necessary or advisable.






	 	(b)	 	Transfer Restrictions. The transfer of any shares of Company Stock
hereunder shall be effective only at such time as counsel to the Company (which may be
the Company’s in-house counsel) shall have determined that the issuance and delivery of
such shares is in compliance with all applicable laws, regulations of governmental
authority and the requirements of any securities exchange on which shares of Company
Stock are traded. The Committee may, in its sole discretion, defer the effectiveness
of any transfer of shares of Company Stock hereunder in order to allow the issuance of
such shares to be made pursuant to registration or an exemption from registration or
other methods for compliance available under federal or state securities laws. The
Committee shall inform the Participant in writing of its decision to defer the
effectiveness of a transfer. During the period of such deferral in connection with the
exercise of an Option, the Participant may, by written notice, withdraw such exercise
and obtain the refund of any amount paid with respect thereto.






	17.	 	Withholding Taxes.




Whenever cash is to be paid pursuant to an Award, the Company shall have the right to deduct
therefrom an amount sufficient to satisfy any federal, state and local withholding tax requirements
related thereto. Whenever shares of Company Stock are to be delivered pursuant to an Award, the
Company shall have the right to require the Participant to remit to the Company in cash an amount
sufficient to satisfy any federal, state and local withholding tax requirements related thereto.
With the approval of the Committee, a Participant may satisfy the foregoing requirement by electing
to have the Company withhold from delivery shares of Company Stock having a value equal to the
amount of tax required to be withheld, as determined by the Committee. Such shares shall be valued
at their Fair Market Value on the date of which the




17









 







amount of tax to be withheld is determined.
Fractional share amounts shall be settled in cash. Such a withholding election may be made with
respect to all or any portion of the shares to be delivered pursuant to an Award.





	18.	 	Notification of Election Under Section 83(b) of the Code.




If any Participant shall, in connection with the acquisition of shares of Company Stock under the
Plan, make the election permitted under Section 83(b) of the Code, such Participant shall notify
the Company of such election within 10 days of filing notice of the election with the Internal
Revenue Service.





	19.	 	Notification Upon Disqualifying Disposition Under Section 421(b) of the Code.




Each Agreement with respect to an Incentive Stock Option shall require the Participant to notify
the Company of any disposition of shares of Company Stock issued pursuant to the exercise of such
Option under the circumstances described in Section 421(b) of the Code (relating to certain
disqualifying dispositions), within 10 days of such disposition.





	20.	 	Amendment or Termination of the Plan.




The Board of Directors may, at any time, suspend or terminate the Plan or revise or amend it in any
respect whatsoever; provided, however, that stockholder approval shall be required for any such
amendment if and to the extent such approval is required in order to comply with applicable law
(including, but not limited to, the incentive stock options regulations and any amendments
thereto), or stock exchange or automated quotation system listing requirement. Without limiting the
generality of the foregoing (and subject to the provisions of Section 3(c) hereof with respect to
the adjustments for changes in capitalization), shareholder approval shall be required to increase
the number of shares of Common Stock available under the Plan. Nothing herein shall restrict the
Committee’s ability to exercise its discretionary authority pursuant to Sections 3 and 4, which
discretion may be exercised without amendment to the Plan. No action hereunder may, without the
consent of a Participant, reduce the Participant’s rights under any outstanding Award.





	21.	 	Transfers upon Death.




Upon the death of a Participant, outstanding Awards granted to such Participant may be exercised
only by the executor or administrator of the Participant’s estate or by a person who shall have
acquired the right to such exercise by will or by the laws of descent and distribution. No transfer
of an Award by will or the laws of descent and distribution shall be effective to bind the Company
unless the Committee shall have been furnished with (a) written notice thereof and with a copy of
the will and/or such evidence as the Committee may deem necessary to establish the validity of the
transfer and (b) an agreement by the transferee to comply with all the terms and conditions of the
Award that are or would have been applicable to the Participant and to be bound by the
acknowledgements made by the Participant in connection with the grant of the Award.




18









 









	22.	 	Transfers to Family Members.






During a Participant’s lifetime, the Committee may, in its sole discretion, pursuant to the
provisions set forth in this Section 22, permit the transfer, assignment or other encumbrance of an
outstanding Option, unless such Option is an Incentive Stock Option and the Committee and the
Participant intends that it shall retain such status. Subject to the approval of the Committee
and to any conditions that the Committee may prescribe, a Participant may, upon providing written
notice to the Company, elect to transfer any or all Options granted to such Participant pursuant to
the Plan to members of his or her immediate family, including, but not limited to, children,
grandchildren and spouse or to trusts for the benefit of such immediate family members or to
partnerships in which such family members are the only partners; provided, however, that no such
transfer by any Participant may be made in exchange for consideration. Any such transferee must
agree, in writing, to be bound by all provisions of the Plan.





	23.	 	Leaves of Absence.




In the case of any Participant on an approved leave of absence, the Committee may make such
provisions respecting the continuance of Awards while such Participant is in the employ or service
of the Company as it may deem equitable, except that in no event may any Option or Stock
Appreciation Right be exercised after the expiration of its term.





	24.	 	Expenses and Receipts.




The expenses of the Plan shall be paid by the Company. Any proceeds received by the Company in
connection with any Award may be used for general corporate purposes.





	25.	 	Applicable Law.




Except to the extent preempted by any applicable federal law, the Plan shall be construed and
administered in accordance with the laws of the State of Delaware without reference to its
principles of conflicts of law. Notwithstanding the foregoing, the Committee may adopt, amend and
terminate such arrangements and grant such Awards, not inconsistent with the intent of the Plan, as
it may deem necessary or desirable to comply with any tax, securities, regulatory or other laws of
other jurisdictions with respect to Awards that may be subject to such laws. The terms and
conditions of such Awards may vary from the terms and conditions that would otherwise be required
by the Plan solely to the extent the Committee deems necessary for such purpose. Moreover, the
Board may approve such supplements to or amendments, restatements or alternative versions of the
Plan, not inconsistent with the intent of the Plan, as it may consider necessary or appropriate for
such purposes, without thereby affecting the terms of the Plan as in effect for any other purpose.





	26.	 	Participant Rights.




No Participant shall have any claim to be granted any award under the Plan, and there is no
obligation for uniformity of treatment for Participants.




19









 








	27.	 	Unfunded Status of Awards.






The Plan is intended to be considered “unfunded.” With respect to any payments not yet made to a
Participant pursuant to an Award, nothing contained in the Plan or any Agreement shall give any
such Participant any rights that are greater than those of a general creditor of the Company.





	28.	 	No Fractional Shares.




No fractional shares of Company Stock shall be issued or delivered pursuant to the Plan. The
Committee shall determine whether cash, other Awards, or other property shall be issued or paid in
lieu of such fractional shares or whether such fractional shares or any rights thereto shall be
forfeited or otherwise eliminated.





	29.	 	Beneficiary.




A Participant may file with the Committee a written designation of a beneficiary on such form as
may be prescribed by the Committee and may, from time to time, amend or revoke such designation.
If no designated beneficiary survives the Participant, the executor or administrator of the
Participant’s estate shall be deemed to be the Participant’s beneficiary.





	30.	 	Severability.




If any provision of the Plan is held to be invalid or unenforceable, the other provisions of the
Plan shall not be affected but shall be applied as if the invalid or unenforceable provision had
not been included in the Plan.




31. Substitute Awards in Certain Transactions



Nothing contained in the Plan shall be construed to limit the right of the Committee to grant
Awards under the Plan in connection with the acquisition, whether by purchase, merger,
consolidation or other appropriate transaction, of the business or assets of any corporation or
other entity, or in connection with any other appropriate transaction. Without limiting the
foregoing, the Committee may grant Awards under the Plan to any employee or director of another
corporation or entity who becomes eligible for Awards pursuant to Section 5 hereof by reason of any
such transaction in substitution for awards previously granted by such corporation or other entity
to such person. The terms and conditions of the substitute Awards may vary from the terms and
conditions that would otherwise be required by the Plan to the extent the Committee deems necessary
for such purpose.





	32.	 	Effective Date and Term of Plan.




The Plan has been approved by the members of CTPartners Executive Search LLC and shall become
effective upon the conversion of CTPartners Executive Search LLC into CTPartners Executive Search
Inc. Upon such conversion, the date thereof shall be inserted in the blank at the end of this
Section. In the absence of such conversion, on or before June 30, 2011, this Plan shall be null
and void. Unless earlier terminated by the Board of Directors, the right to grant Awards under the
Plan shall terminate on the day last preceding the tenth anniversary of the




20









 







Effective Date. Awards
outstanding at Plan termination shall remain in effect according to their terms and the provisions
of the Plan.



Effective Date: _______________________







21









 








CTPARTNERS EXECUTIVE SEARCH INC.

2010 EQUITY INCENTIVE PLAN

NONQUALIFIED STOCK OPTION AGREEMENT




          THIS STOCK OPTION AGREEMENT (the “Stock Option Agreement”), is made and entered into as of
________________ (the “Date of Grant”), by and between CTPartners Executive Search Inc., a Delaware
corporation (the “Company”) and __________ (the “Optionee”).



          WHEREAS, the Compensation Committee (the “Committee”) of the Board of Directors of the Company
(the “Board”), or the Board in the case of an Option for a non-employee director, has approved the
grant of an Option pursuant to the CTPartners Executive Search Inc. 2010 Equity Incentive Plan (the
“Plan”), as hereinafter defined, to the Optionee as set forth below;



          NOW, THEREFORE, in consideration of the covenants and agreements herein contained, and
intending to be legally bound hereby, the parties agree as follows:



          1. Definitions. Capitalized terms which are not defined herein shall have the
meaning set forth in the Plan.



          2. Number of Shares and Exercise Price. The Company hereby grants to the Optionee
an option (the “Option”), subject to the terms and conditions set forth herein, to purchase ______
shares of Company Stock at a price (the “Exercise Price”) of $__________ per share. The Option is
intended to be a Nonqualified Stock Option.



          3. Term of Option and Conditions of Exercise.




	 	(a)	 	Term of Option. Unless the Option
is earlier terminated pursuant to this Stock Option Agreement or in
accordance with the terms of the Plan, the term of the Option shall
commence on the Date of Grant and terminate upon the expiration of ten
(10) years from the Date of Grant. Upon the termination of the Option,
all rights of the Optionee hereunder shall cease.






	 	(b)	 	Vesting. If the Optionee is
employed by the Company or any Subsidiary as of the applicable
anniversary date set forth on Exhibit A hereto, the Option
shall become vested and exercisable as provided in such Exhibit
A.





          4. Nontransferability of Option. Unless otherwise determined by the Committee
pursuant to Section 22 of the Plan, the Option shall not be assignable or transferable otherwise
than by will or by the laws of descent and distribution and the Option may be exercised, during the
lifetime of the Optionee, only by the Optionee or the Optionee’s legal representative.













 





          5. Exercise of Option. The Option may be exercised by the written notice pursuant
to form provided by the Company, delivered to the Vice President of Human Resources or his or her
designee, specifying the portion of the Option to be exercised and accompanied by payment
therefore. The Exercise Price for any shares of Company Stock purchased pursuant to the exercise
of the Option shall be paid in full upon such exercise by one or a combination of the following
means: (a) in cash or by personal check, certified check, bank cashier’s check or wire transfer;
(b) in shares of Company Stock owned by the Optionee for at least six months prior to the date of
exercise and valued at their Fair Market Value on the effective date of such exercise; or (c) by
such other methods as the Committee may from time to time authorize.



          6. Undertakings by Optionee. The Optionee hereby agrees to take whatever
additional actions and execute whatever additional documents the Committee may, in its discretion,
deem necessary or advisable in order to carry out or effect one or more of the obligations or
restrictions imposed on the Optionee pursuant to the express provisions of this Stock Option
Agreement and the Plan.



          7. Notices. Any notice required or permitted under this Stock Option Agreement
shall be deemed given when delivered personally, or when deposited in a United States Post Office,
postage prepaid, addressed, as appropriate, to the Optionee either at the Optionee’s address as
last known by the Company or such other address as the Optionee may designate in writing to the
Company.



          8. Incorporation of Plan; Acknowledgement. The Plan is hereby incorporated herein
by reference and made a part hereof, and the Option and this Stock Option Agreement are subject to
all terms and conditions of the Plan. In the event of any inconsistency between the Plan and this
Stock Option Agreement, the provisions of the Plan shall govern. By signing this Stock Option
Agreement, the Optionee acknowledges having received and read a copy of the Plan.



          9. Governing Law. This Stock Option Agreement shall be governed by and construed
according to the laws of the State of Delaware, without regard to the conflicts of law rules
thereof.



          IN WITNESS WHEREOF, the parties hereto have executed and delivered this Stock Option Agreement
on the day and year first above written.



	 	 	 	 	 

	 

	 	 

CTPartners Executive Search Inc.
	 	 
	 

	 	By:	 	 
	 

	 	Title:	 	 
	 
	 	 	 	 
	 

	 	 

[NAME]:
	 	 






2









 





EXHIBIT A




	 	 	 
	Number of Shares of Common Stock	 	Vesting Date(s)
	[NUMBER]
	 	[DATE]
	[NUMBER]
	 	[DATE]
	[NUMBER]
	 	[DATE]
	[NUMBER]
	 	[DATE]






 









 






CTPARTNERS EXECUTIVE SEARCH INC.

2010 EQUITY INCENTIVE PLAN

RESTRICTED STOCK AGREEMENT




          THIS RESTRICTED STOCK AGREEMENT (the “Restricted Stock Agreement”), is made and entered into
as of ________________ (the “Date of Grant”), by and between CTPARTNERS Executive Search Inc., a
Delaware corporation (the “Company”) and ______________________ (the “Grantee”).



          WHEREAS, the Compensation Committee (the “Committee”) of the Board of Directors of the Company
(the “Board”) has approved the grant of Restricted Stock pursuant to the CTPartners Executive
Search Inc. 2010 Equity Incentive Plan (the “Plan”), as hereinafter defined, to the Grantee as set
forth below;



          NOW, THEREFORE, in consideration of the covenants and agreements herein contained, and
intending to be legally bound hereby, the parties agree as follows:



          1. Definitions. Capitalized terms which are not defined herein shall have the
meaning set forth in the Plan.



          2. Grant of Restricted Stock. The Company hereby grants to the Grantee
___________ restricted shares of Company Stock (the “Restricted Stock”), subject to all of the
terms and conditions of this Restricted Stock Agreement. The Grantee’s grant and record of share
ownership shall be kept on the books of the Company, until the restrictions on transfer have lapsed
pursuant to Section 3 below. Shares that have become vested pursuant to Section 3 below may be
evidenced by stock certificates, at the request of the Grantee, which certificates shall be
registered in the name of the Grantee and delivered to Grantee within five (5) days of such
request.



          3. Lapse of Restrictions. All Restricted Stock shall be unvested unless and until
they become Vested Shares in accordance with this Section 3. Except as otherwise provided below,
if the Grantee is employed by the Company or any Subsidiary as of the applicable anniversary date
set forth below, the Restricted Stock shall become “Vested Shares” according to the percentage set
forth opposite such date:



	 	 	 
	Date	 	Cumulative Percentage Vested
	[DATE]
	 	[NUMBER]%
	[DATE]
	 	[NUMBER]%
	[DATE]
	 	[NUMBER]%






          4. Restrictions on Transfer. Shares of Restricted Stock may not be transferred or
otherwise disposed of by the Grantee prior to becoming Vested Shares, including by way of sale,
assignment, transfer, pledge or otherwise except by will or the laws of descent and distribution.







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          5. Rights as a Stockholder. The Company shall hold in escrow all dividends, if
any, that are paid with respect to the shares of Restricted Stock until all restrictions on such
shares have lapsed. Grantee agrees that the right to vote any shares for which the restrictions on
transfer set forth in Section 3 hereof have not yet lapsed (the “Unvested Shares”) will be held by
the Company and, accordingly, shall execute an irrevocable proxy in a form acceptable to the
Committee in favor of the Company for all shares of Restricted Stock.




          6. Notices. Any notice required or permitted under this Restricted Stock
Agreement shall be deemed given when delivered personally, or when deposited in a United States
Post Office, postage prepaid, addressed, as appropriate, to the Grantee either at the Grantee’s
address as last known by the Company or such other address as the Grantee may designate in writing
to the Company.




          7. Securities Laws Requirements. The Company shall not be obligated to transfer
any shares of Company Common Stock from the Grantee to another party, if such transfer, in the
opinion of counsel for the Company, would violate the Securities Act of 1933, as amended from time
to time (or any other federal or state statutes having similar requirements as may be in effect at
that time). Further, the Company may require as a condition of transfer of any shares to the
Grantee that the Grantee furnish a written representation that he or she is holding the shares for
investment and not with a view to resale or distribution to the public.




          8. Protections Against Violations of Restricted Stock Agreement. No purported
sale, assignment, mortgage, hypothecation, transfer, pledge, encumbrance, gift, transfer in trust
(voting or other) or other disposition of, or creation of a security interest in or lien on, any of
the shares of Restricted Stock by any holder thereof in violation of the provisions of this
Restricted Stock Agreement or the Certificate of Incorporation or the By-Laws of the Company, shall
be valid, and the Company will not transfer any of said shares of Restricted Stock on its books nor
will any of said shares of Restricted Stock be entitled to vote, nor will any dividends be paid
thereon, unless and until there has been full compliance with said provisions to the satisfaction
of the Company. The foregoing restrictions are in addition to and not in lieu of any other
remedies, legal or equitable, available to enforce said provisions.




          9. Taxes. The Grantee understands that he or she (and not the Company) shall be
responsible for any tax obligation that may arise as a result of the transactions contemplated by
this Restricted Stock Agreement and shall pay to the Company the amount determined by the Company
to be such tax obligation at the time such tax obligation arises. If the Grantee fails to make
such payment, the number of shares necessary to satisfy the tax obligations shall be forfeited.
The Grantee shall promptly notify the Company of any election made pursuant to Section 83(b) of the
Internal Revenue Code of 1986, as amended from time to time (the “Code”).





THE GRANTEE ACKNOWLEDGES THAT IT IS THE GRANTEE’S SOLE RESPONSIBILITY AND NOT THE
COMPANY’S TO FILE TIMELY THE ELECTION UNDER SECTION 83(b) OF THE CODE, IN THE EVENT
THAT THE GRANTEE DESIRES TO MAKE THE ELECTION.



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          10. Legend. The Company’s Secretary shall, or shall instruct the Company’s
transfer agent to, provide stop transfer instructions in the Company’s stock records to prevent
any transfer of the Restricted Stock for any purpose until the stock is vested. Any
certificate that the Secretary or the transfer agent deems necessary to issue to represent shares
of Restricted Stock shall, until all restrictions lapse and new certificates are issued, bear the
following legend:




THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN VESTING
REQUIREMENTS AND MAY BE SUBJECT TO REACQUISITION BY THE COMPANY UNDER THE TERMS OF
THAT CERTAIN RESTRICTED STOCK AGREEMENT BY AND BETWEEN CTPARTNERS EXECUTIVE SEARCH
INC. (THE “COMPANY”) AND THE HOLDER OF THE SECURITIES. PRIOR TO VESTING OF
OWNERSHIP IN THE SECURITES, THEY MAY NOT BE, DIRECTLY OR INDIRECTLY, OFFERED,
TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNDER
ANY CIRCUMSTANCES. COPIES OF THE ABOVE REFERENCED AGREEMENT ARE ON FILE AT THE
OFFICES OF THE COMPANY AT 28601 CHAGRIN BLVD. SUITE 600 CLEVELAND OHIO 44122.



          11. Failure to Enforce Not a Waiver. The failure of the Company to enforce at any
time any provision of this Restricted Stock Agreement shall in no way be construed to be a waiver
of such provision or of any other provision hereof.



          12. Governing Law. This Restricted Stock Agreement shall be governed by and
construed according to the laws of the State of Delaware without regard to its principles of
conflict of laws.



          13. Amendments. Except as otherwise provided in Section 17, this Restricted Stock
Agreement may be amended or modified at any time only by an instrument in writing signed by each of
the parties hereto.



          14. Survival of Terms. This Restricted Stock Agreement shall apply to and bind
the Grantee and the Company and their respective permitted assignees and transferees, heirs,
legatees, executors, administrators and legal successors.



          15. Agreement Not a Contract for Services. Neither the grant of Restricted Stock,
this Restricted Stock Agreement nor any other action taken pursuant to this Restricted Stock
Agreement shall constitute or be evidence of any agreement or understanding, express or implied,
that the Grantee has a right to continue to provide services as an officer, director, employee or
third party consultant of the Company for any period of time or at any specific rate of
compensation.



          16. Severability. If a provision of this Restricted Stock Agreement is held
invalid by a court of competent jurisdiction, the remaining provisions will nonetheless be
enforceable according to their terms. Further, if any provision is held to be over broad as
written, that provision shall be amended to narrow its application to the extent necessary to make
the provision enforceable according to applicable law and enforced as amended.



4









 





          17. Plan. The Restricted Stock is granted pursuant to the Plan, and the
Restricted Stock and this Restricted Stock Agreement are in all respects governed by the Plan and
subject to all of the terms and provisions thereof, whether such terms and provisions are
incorporated in this Restricted Stock Agreement by reference or are expressly cited.



          IN WITNESS WHEREOF, the parties hereto have executed and delivered this Restricted Stock
Agreement on the day and year first above written.



	 	 	 	 	 
	 	CTPartners Executive Search Inc.

 	 
	 	By:  	 	 
	 	 	Title: 	 	 
	 	 	 	 
	 
	 	Grantee

 	 
	 	
 	 
	 	[NAME]: 	 	 




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IRREVOCABLE PROXY




          I, the undersigned, hereby irrevocably authorize and empower ____________ (the “Proxy”) to
represent me with respect of any and all Unvested Shares (as such term is defined in the Restricted
Stock Agreement (the “Restricted Stock Agreement”)) by and between CTPartners Executive
Search Inc. (the “Company”) and [ ], at any and all general meetings of the shareholders of
the Company.



          The Proxy is irrevocably authorized and empowered to receive, in my stead, any and all notices
of and invitations to the Company’s general meetings, and to participate in all such general
meetings; and the Proxy is authorized and empowered to vote all such Unvested Shares in such manner
as the Proxy shall, in the Proxy’s sole discretion, deem to be in the best interests of the
Company.



          This proxy shall remain in full force and effect until the shares of Restricted Stock granted
to me pursuant to the Restricted Stock Agreement have vested in accordance with the terms of the
Restricted Stock Agreement, unless otherwise determined by the Company.



	 	 	 	 	 

	 

	 	 	 	 
	NAME:

	 	 	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	DATE:

	 	 	 	 
	 
	 	 	 	 
	SIGNATURE: