Exhibit 10.3





Exhibit 10.3




MONSTER WORLDWIDE, INC.




RESTRICTED STOCK UNIT AWARD




GRANT NOTICE




MONSTER WORLDWIDE, INC., a Delaware corporation (the “Company”), hereby notifies [Participant
Name] (the “Participant”) of a grant of Restricted Stock Units (“RSUs”) 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 the terms and conditions 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 RSUs. Subject to the terms and conditions of this Grant Notice and the
Plan, the Participant has been granted [Number of RSUs] RSUs. The RSUs shall vest and payment in
respect of such RSUs shall be made, if at all, in accordance with Section 2 hereof.




2. Vesting.



(a) The RSUs granted to the Participant shall vest and payment in respect of such number of
RSUs shall be made as to the percentage of the RSUs indicated on the dates specified below (each an
“RSU Vesting Date”), provided that the Participant has remained in the continuous employment of the
Company or any of its Affiliates from the Grant Date through and including each applicable RSU
Vesting Date:



	 	 	 	 	 
	 	 	Incremental Percentage	 
	Date	 	of Award Being 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	%






Any fractional RSUs resulting from the strict application of the incremental percentages set forth
above will be disregarded and the actual number of RSUs becoming vested on any specific RSU Vesting
Date will cover only the full number of RSUs determined by applying the relevant incremental
percentage.



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




(i) the Participant dies, or



(ii) the Participant incurs a Disability,



 


 









 










(such events are collectively referred to as “Acceleration Events”), then all outstanding unvested
RSUs shall immediately vest as of the date of the applicable Acceleration Event, subject to Section
2(d) below.



(c) In the event that during the period of the Participant’s employment with the Company or
one of its Affiliates after the Grant Date a Change in Control shall occur, then all outstanding
unvested RSUs that have not been forfeited prior to the date of such Change in Control shall vest
on the date of such Change in Control. In the event that the Change in Control occurs on a date
prior to the date that a Participant is determined to be Disabled for purposes of the Plan and this
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 4(a) of this Grant Notice, then all of the
unvested RSUs of such Participant, to the extent not previously forfeited, shall vest upon the date
of the Change in Control.



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



(e) On or as soon as reasonably practicable following the applicable RSU Vesting Date (but in
no event later than the end of the calendar year in which such date occurs), the Company shall
deliver to the Participant’s account with the third party administering the Company’s equity awards
programs (currently Charles Schwab) (the “Administrator”) one share of Common Stock with respect to
each whole RSU that vests on such date, subject to Sections 3 and 7 below. Upon such delivery, all
obligations of the Company with respect to each such RSU shall be deemed satisfied in full. It is
a condition to the Company’s obligation to deliver any evidence of the shares of Common Stock to
the Participant pursuant to this Grant Notice that the Participant shall have opened an account
with the Administrator.



3. Certain Changes; Rights as a Stockholder. The number and class of shares of Common
Stock or other securities which are distributable to the Participant with respect to any RSU
covered by this Grant Notice shall be adjusted proportionately or as otherwise appropriate to
reflect any increase or decrease in the number of issued shares of Common Stock resulting from a
stock split, spin-off, split-off, split-up, recapitalization, capital reorganization,
reclassification of shares of Common Stock, merger or consolidation, or any like capital
adjustment, or the payment of any stock dividend, and/or to reflect a change in the character or
class of shares covered by the Plan arising from a readjustment or recapitalization of the
Company’s capital stock, in each case as determined by the Committee. The Participant shall not
have any rights to cash dividends, voting rights or other rights of a stockholder with respect to
the RSUs covered by this Grant Notice until the Company delivers Common Stock to the Participant’s
account in accordance with Section 2(e).


 


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



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 Affiliate,
or to interfere in any way with the right of the Company or any Affiliate to terminate the
employment of the Participant. Except as otherwise expressly provided in Sections 2(b) and 2(c)
hereof, RSUs that are not vested as of the date the Participant’s employment with the Company and
its Affiliates terminates or ceases for any reason or no reason, whether voluntary or involuntary
(including, without limitation, termination or cessation of employment with or without cause or
arising out of or in connection with a reduction in force, sale or shutdown of certain operations,
or otherwise), shall immediately and automatically terminate and be forfeited in their entirety,
provided, however, that only for purposes of this Grant Notice the Participant’s
employment shall not be deemed terminated solely by virtue of the Participant’s voluntary cessation
of employment in circumstances that the Committee determines are reasonably likely to result in a
Disability for so long as the Committee determines that the Participant continues to 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 applicable RSU Vesting Date hereunder
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 RSU Vesting Date (and/or any other items which may be distributable to
the Participant on the RSU Vesting Date pursuant to Section 3 hereof), or in the event the
Participant provides the Payment Notice but does not deliver
payment of the appropriate amount to the Company (or the Administrator on the Company’s
behalf) by such RSU Vesting Date, then the Company shall satisfy the minimum federal, foreign or
other tax withholding or similar obligation of the Company and its Affiliates with respect to such
vesting by withholding the number of whole shares of Common Stock (on and valued as of the RSU
Vesting Date) (and/or other items which may be distributable to the Participant on the RSU Vesting
Date pursuant to Section 3 hereof) sufficient to satisfy such minimum withholding and other
obligations.


 


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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 email 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; Status. 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. The Participant’s rights under this Grant Notice, including, without limitation, rights to
RSUs, shall at all times that such rights exist represent a general obligation of the Company. The
Participant shall be a general creditor of the Company with respect thereto and shall not have a
secured or preferred position with respect thereto. Nothing in this Grant Notice or the Plan shall
be deemed to create an escrow, trust, custodial account or fiduciary relationship of any kind.



10. Non-Assignability, Etc. The Participant’s rights under this Grant Notice,
including, without limitation, rights to RSUs, are not assignable or transferable except upon the
Participant’s death to a beneficiary designated by the Participant in a written beneficiary
designation filed with the Company or, if no duly designated beneficiary shall survive the
Participant, pursuant to the Participant’s will and/or by the laws of descent and distribution.
Any and all such rights shall not be subject to anticipation, alienation, sale, transfer,
encumbrance except as otherwise expressly permitted herein.



11. Securities Laws; Insider Trading. The Committee may from time to time impose any
conditions on the RSUs and shares of Common Stock as it deems necessary or advisable to ensure that
the Plan, this 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 obligations 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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