Exhibit 10.2





Exhibit 10.2




MONSTER WORLDWIDE, INC.




RESTRICTED STOCK AWARD




GRANT NOTICE




MONSTER WORLDWIDE, INC., a Delaware corporation (the “Company”), hereby notifies [Participant
Name] (the “Participant”) of a grant of Restricted Stock by the Committee to the Participant on
[Grant Date] (the “Grant Date”) pursuant to the Company’s 2008 Equity Incentive Plan, as amended
(the “Plan”), upon such terms and subject to such forfeiture and other conditions as set forth in
this Grant Notice and the Plan. Capitalized terms not otherwise defined herein shall have the same
meanings as in the Plan.



1. Grant of the Restricted Stock. Subject to the terms and conditions of the Plan and
this Grant Notice, the Participant has been granted as Restricted Stock [Number of Shares] shares
of Common Stock for a purchase price of zero ($0.00). The Restricted Stock shall vest and become
nonforfeitable, if at all, in accordance with Section 2 hereof.




2. Vesting.



(a) Subject to the Participant’s continuous employment by the Company and its Affiliates, the
Restricted Stock granted to the Participant shall vest and become nonforfeitable as to the
percentage of the Restricted Stock indicated on the dates specified below (each a “Restricted Stock
Vesting Date”):



	 	 	 	 	 
	 	 	Percentage of Restricted	 
	Date	 	Stock Becoming Vested	 
	First Anniversary of Grant Date
	 	 	25	%
	Second Anniversary of Grant Date
	 	 	25	%
	Third Anniversary of Grant Date
	 	 	25	%
	Fourth Anniversary of Grant Date
	 	 	25	%






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



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


 


 









 





(c) Notwithstanding any other provision of this Grant Notice to the contrary, in the event
that a Change in Control shall occur prior to the date that all of the Restricted Stock is vested,
then to the extent not previously forfeited all of the unvested Restricted Stock shall vest
effective upon the Change in Control. In the event that a Change in Control occurs on a date prior
to the date that a Participant is determined to be Disabled for purposes of the Plan and this Grant
Notice, but the Committee, in its sole determination, expects the Participant to be Disabled at the
end of the 9-month period referred to in Section 3(a) of this Grant Notice, then all of the
unvested Restricted Stock of such Participant, to the extent not previously forfeited, shall vest
upon the date of the Change in Control.



(d) In the event that any calendar date on which vesting is purportedly scheduled pursuant to
the terms of Section 2 is not a Business Day, the vesting shall automatically be delayed until the
first Business Day following that calendar date. “Business Day” means a date on which commercial
banks in New York, New York are open for general business.



(e) Notwithstanding any provision of this Grant Notice to the contrary, any and all dividends
(whether cash, Common Stock, securities or other property) that may be payable with respect to
Restricted Stock that is not vested at the time such dividend is payable shall not be paid.
Instead, dividends on such unvested Restricted Stock shall vest, become nonforfeitable and be paid
or delivered (without interest), if at all, when, as and only to the extent that the Restricted
Stock in respect of which such dividend was payable shall vest and become nonforfeitable pursuant
to this Grant Notice. Any dividends on such unvested Restricted Stock shall be forfeited when such
Restricted Stock in respect of which such dividend was payable shall be forfeited, and references
in this Grant Notice to Restricted Stock that is not vested shall include the dividends payable in
respect of such unvested Restricted Stock.




3. Certain Definitions. The following term shall have the following meaning:



(a) “Disability” or “Disabled” means, notwithstanding any definition in the Plan, that, in the
determination of the Committee, the Participant is both (i) unable to engage in any substantial
gainful activity by reason of any medically determinable physical or mental impairment that can be
expected to result in death or that can be expected to last for a continuous period of not less
than 12 months and (ii) (x) in case the Participant is eligible for the long term disability
program offered to United States-based employees by the Company or its Affiliates, the Participant
has actually received long term disability benefits for no less than 9 months or (y) in case the
Participant is not eligible for such long term disability program solely by virtue of not having
been based in the United States, the Participant would have been eligible to receive long term
disability benefits for no less than 9 months but for the Participant not being based in the United
States. For purposes of Section 2(b) above, it is understood that the Disability shall be deemed
to be incurred on the last day of the 9-month period contemplated in clause (ii) of the immediately
preceding sentence. In the event the Participant has met the condition set forth in clause (i) of
the first sentence of this definition but does not satisfy the condition set forth in clause (ii)
of this definition solely by reason of the Participant’s death, then the provisions of such clause
(ii) shall be deemed to have been satisfied and for purposes of Section 2(b) above the Disability
shall be deemed to be incurred on the date of such death.


 


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4. Delivery of Restricted Stock. The Restricted Stock subject to this Grant Notice
shall be maintained in “book-entry” form, registered in the Participant’s name on the books of the
Company, and no actual certificates therefore shall be delivered by the Company. As and to the
extent the Restricted Stock shall vest pursuant to Section 2, the Company shall cause the shares of
vested Restricted Stock (net of any shares required to be withheld) to be credited to the
Participant’s account with the third party administering the Company’s equity awards programs
(currently Charles Schwab) (the “Administrator”). It is a condition to the Company’s obligation to
deliver any evidence of the shares of vested Restricted Stock to the Participant pursuant to this
Grant Notice that the Participant shall have opened an account with the Administrator. The
Participant shall be the record owner of the Restricted Stock until such Restricted Stock is
forfeited pursuant to Section 2 hereof. As record owner, the Participant shall be entitled to all
rights of a holder of the Common Stock, except (1) as set forth in Section 2(e) of this Grant
Notice, (2) that any and all shares of Common Stock or other securities received by the Participant
with respect to the unvested Restricted Stock as a result of a stock split, spin-off, split-off,
recapitalization, capital reorganization, reclassification of shares of Common Stock, merger or
consolidation shall be deemed to be Restricted Stock subject to all of the provisions of this Grant
Notice and shall vest at the same time as the Restricted Stock giving rise to such additional
shares or securities received, and (3) that until the Restricted Stock Vesting Date, the Restricted
Stock shall be subject to the limitations on transfer set forth in the Plan and Section 10 of this
Grant Notice, and the Company may so limit transfers of the Restricted Stock on its books.



5. No Employment Rights; Termination of Employment. Nothing in this Grant Notice
shall give the Participant any right to continue in the employment of the Company or any of its
Affiliates or to interfere in any way with the right of the Company or any of its Affiliates to
terminate the employment of the Participant. For purposes of this Grant Notice, a Participant’s
continued employment shall not be deemed terminated solely by virtue of the Participant’s voluntary
cessation of employment in circumstances that the Committee determines are reasonably likely to
result in a Disability for so long as the Committee determines that the Participant continues to
satisfy the conditions that would ultimately lead to the Committee’s determination that the
Participant has incurred a Disability.



6. Plan Provisions. The provisions of the Plan shall govern, and if or to the extent
that there are inconsistencies between those provisions and the provisions hereof, the provisions
of the Plan shall govern. A copy of the Plan is available on the Company’s global Intranet Web
site, currently located at http://insideworldwide.com.



7. Withholding. In the event that prior to any Restricted Stock Vesting Date the
Participant has not provided the Company with notice (which may be by written notice or by an
election made via the website operated by the Administrator) (the “Payment Notice”) to the effect
that the Participant will provide the Company (or the Administrator on the Company’s behalf)
payment of the amount, if any, deemed necessary by the Company in its reasonable discretion to
enable the Company and its Affiliates to satisfy the minimum federal, foreign or other tax
withholding or similar obligations of the Company and its Affiliates with respect to the shares of
Common Stock vesting on such Restricted Stock Vesting Date, or in the event the Participant
provides the Payment Notice but does not deliver payment of the appropriate amount to the Company
(or the Administrator on the Company’s behalf) by such Restricted Stock
Vesting Date, then the Company shall satisfy the minimum federal, foreign or other tax
withholding or similar obligation of the Company and its Affiliates with respect to such vesting by
withholding the number of whole shares of Common Stock (on and valued as of the Restricted Stock
Vesting Date) sufficient to satisfy such minimum withholding and other obligations.


 


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8. Notices. All notices or other communications to be given or delivered in
connection with this Grant Notice shall be either in electronic format or in writing and shall be
deemed to have been properly served if delivered electronically, personally, by courier, or by
certified or registered mail, return receipt requested and first class postage prepaid, in the case
of notices to the Company, to the attention of Director of Human Resources, at the Company’s
offices at 5 Clock Tower Place, Suite 500, Maynard, MA 01754 and in the case of notices to the
Participant, to the Participant’s last known address (as noted in the Participant’s personnel file)
or such other addresses (including any electronic mail addresses) as the recipient party has
specified by prior notice to the sending party. All such notices and communications shall be deemed
received upon the actual delivery thereof in accordance with the foregoing.



9. Binding Effect; Headings. This Grant Notice shall be binding upon and shall inure
to the benefit of the Company, the Participant and their respective successors and permitted
assigns. The subject headings of Sections are included for the purpose of convenience only and
shall not affect the construction or interpretation of any of the provisions of this Grant Notice.



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



11. Securities Laws; Insider Trading. The Committee may from time to time impose any
conditions on the Restricted Stock as it deems necessary or advisable to ensure that the Plan, this
Grant Notice and the issuance and resale or any securities comply with all applicable securities
laws, including without limitation the Securities Act and Rule 16b-3 under the Exchange Act. Such
conditions may include, among other things, the requirement that certificates for shares of Common
Stock to be issued to the Participant hereunder contain a restrictive legend in such form and
substance as may be determined by the Committee. Without limiting the foregoing, it is understood
that Affiliates of the Company may resell Common Stock only pursuant to an effective registration
statement under the Securities Act, pursuant to Rule 144 under the Securities Act, or pursuant to
another exemption from registration under the Securities Act. The Participant understands and
agrees that any and all transactions involving shares of Common Stock or other securities of the
Company must comply with applicable laws, rules, regulations and policies, including but not
limited to the Company’s policy regarding insider trading, which policy, among other things,
prohibits transactions involving shares of Common Stock or other securities of the Company by
individuals who have material non-public information relating to the Company.


 


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12. General. This Grant Notice shall be deemed to be an Award Agreement as defined in
the Plan. This Grant Notice shall be governed by and construed in accordance with the laws of the
State of New York (other than the conflict of laws provisions thereof). This
Grant Notice constitutes the entire understanding of the legal obligation between the parties
with respect to the subject matter hereof and controls and supersedes any prior understandings,
agreements or representations by or between the parties, written or oral with respect to its
subject matter, including but not limited to the provisions of any and all employment agreements
and offer letters (such as terms providing for acceleration or other enhancement to restricted
stock or other equity interests in the event of the occurrence of specified events), except and
only to the extent of any rights of the Company or its Affiliates relating to Section 280G of the
Internal Revenue Code of 1986, as amended. The Participant should not rely on any representation
not set forth in this Grant Notice.



13. Amendment. This Grant Notice may be unilaterally amended by the Company without
Participant’s consent as provided in the Plan or to conform the Grant Notice to any changes
required by the Administrator or as a result of the change of Administrator.




 


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