exhibit_10-4.htm


     

    EXHIBIT
10.4

     

    


      TALEO
CORPORATION

      2009
EQUITY INCENTIVE PLAN

      RESTRICTED
STOCK AGREEMENT

      


       

      Grant
# ________

      


      NOTICE OF
GRANT

      


      Grantee
Name:  [NAME]

       

      Grantee
Address:  [ADDRESS]

       

      Taleo
Corporation (the “Company”) hereby awards you  (the “Grantee”),
[NUMBER OF SHARES GRANTED] shares of restricted Common Stock of the Company (the
“Restricted Stock”) under the Company’s 2009 Equity Incentive Plan (the
“Plan”).  The date of this Restricted Stock Agreement (the
“Agreement”) is [GRANT DATE] (the “Grant
Date”).  Subject to the provisions of Appendix A (attached
hereto), the principal features of this grant are as follows:

       

      Total Number of Shares of Restricted
Stock:  ______________

       

      


       

      
        	
                Scheduled Vesting Dates:

              	
                Number of Shares:

              
	
                [DATE]
      (the “Vesting Commencement Date”)

              	
                0

              
	 
      	
                [1
      year after the Vesting Commencement Date;]*

              	
                [1/4th
      of the Shares of Restricted Stock covered by this
    Agreement]

              
	 
      	
                [thereafter,
      as to one-sixteenth (1/16th)
      of the Shares of Restricted Stock covered by this Agreement on each
      quarterly anniversary of the Vesting Commencement Date]*

              	
                [1/16th
      of the Shares of Restricted Stock covered by this
    Agreement]

              


      

      


       

      *Except
as otherwise provided in Appendix A [TO BE INCLUDED UNLESS THE COMPENSATION
COMMITTEE DETERMINES OTHERWISE: or in an employment or other agreement entered
into on or prior to the date of grant between the Company and Grantee as
referenced in Paragraph 3 of Appendix A], Grantee will not vest in the
Restricted Stock unless he or she is a Service Provider through the applicable
vesting date(s).

       

      Grantee
and the Company agree that this Award of Restricted Stock is granted under and
governed by the terms and conditions of the Plan and this Agreement, including
this Notice of Grant and the Terms and Conditions of Restricted Stock Agreement,
attached hereto as Appendix A, all of which are made a part of this
document.    For example, important additional information
on vesting and forfeiture of the Shares covered by this grant is contained in
Paragraphs 3 through 5 of Appendix A.  PLEASE BE SURE TO READ ALL OF
APPENDIX A, WHICH CONTAINS THE SPECIFIC TERMS AND CONDITIONS OF THIS
AGREEMENT. Grantee has reviewed the Plan and this Agreement in their
entirety, has had an opportunity to obtain the advice of counsel prior to
executing this Agreement and fully understands all provisions of the Plan and
Agreement.  Grantee hereby agrees to accept as binding, conclusive and
final all decisions or interpretations of the Administrator upon any questions
relating to the Plan and Agreement.  Grantee further agrees to notify
the Company upon any change in the residence address indicated
above.

       

       

      Grantee
acknowledges and agrees that by clicking the [“ACCEPT”]OR[“ACKNOWLEDGE”] button
on the E*TRADE on-line grant agreement response page, it will act as Grantee’s
electronic signature to this Agreement and will constitute Grantee’s
acknowledgement of and agreement with all of the terms and conditions of the
Shares of


      
        
           


        

        
           


          
            

          

        

        
           


        

      


       

      Restricted
Stock, as set forth in this Agreement and the Plan.  Grantee may, if
he or she prefers, sign, date and return to the Company a paper copy of this
Agreement.

      


       

       

      TALEO
CORPORATION

       

      By: ______________________________                                                     

      Title:   ___________________________



      
        
           


        

        
           


          
            

          

        

        
           


        

      


      


       

      APPENDIX
A

       

      TERMS AND
CONDITIONS OF RESTRICTED STOCK AGREEMENT

       

      


      1. Award.  The
Company hereby awards to the Grantee, as a separate incentive in connection with
his or her service and not in lieu of any salary or other compensation for his
or her services, the number of Shares of Restricted Stock indicated on the first
page of this Agreement, subject to all of the terms and conditions in this
Agreement and the Plan.  By accepting this Award of Restricted Stock,
the par value of $0.00001 for each Share of Restricted Stock will be deemed paid
by the Grantee by past services rendered, and will be subject to the appropriate
tax withholdings.

       

      2.           Shares Held in
Escrow.

       

      (a)           All
Shares of Restricted Stock will, upon execution of this Agreement, be issued in
the name of the Grantee and delivered and deposited with an Escrow Agent
designated by the Company (the “Escrow Agent”).  The Shares of
Restricted Stock will be held by the Escrow Agent, and shall not be sold,
transferred or otherwise disposed of, and shall not be pledged or otherwise
hypothecated, until such time as the Shares of Restricted Stock vest in the
manner set forth in Paragraphs 3 or 4 or the date Grantee ceases to be a
Service Provider.  The certificate or certificates representing such
Shares shall not be delivered by the Escrow Agent to the Grantee unless and
until the Shares have vested and all other terms and conditions in this
Agreement have been satisfied.

       

      (b)           The
Escrow Agent will not be liable for any act it may do or omit to do with respect
to holding the Shares of Restricted Stock in escrow while acting in good faith
and in the exercise of its judgment.

       

      (c)           Upon
Grantee’s termination as a Service Provider for any reason, the Escrow Agent,
upon receipt of written notice of such termination, will take all steps
necessary to accomplish the transfer of the unvested Shares of Restricted Stock
to the Company.  Grantee hereby appoints the Escrow Agent with full
power of substitution, as Grantee’s true and lawful attorney-in-fact with
irrevocable power and authority in the name and on behalf of Grantee to take any
action and execute all documents and instruments, including, without limitation,
stock powers which may be necessary to transfer the certificate or certificates
evidencing such unvested Shares of Restricted Stock to the Company upon such
termination.

       

      (d)           The
Escrow Agent will take all steps necessary to accomplish the transfer of Shares
of Restricted Stock to Grantee after they vest following Grantee’s request that
the Escrow Agent do so.

       

      (e)           Subject
to the terms hereof, Grantee will have all the rights of a stockholder with
respect to the Shares while they are held in escrow, including without
limitation, the right to vote the Shares and to receive any cash dividends
declared thereon.

       

      (f)           In
the event that as a result of any dividend or other distribution (whether in the
form of cash, Shares, other securities, or other property), recapitalization,
stock split, reverse stock split, reorganization, merger, consolidation,
split-up, spin-off, combination, repurchase, or exchange of Shares or other
securities of the Company, or other change in the corporate structure of the
Company affecting the Shares, the Shares of Restricted Stock will be increased,
reduced or otherwise changed, and by virtue of any such change Grantee will in
his or her capacity as owner of unvested Shares of Restricted Stock be entitled
to new or additional or different shares of stock, cash or securities (other
than rights or warrants to purchase securities); such new or additional or
different shares, cash or securities will thereupon be considered to be unvested
Shares of Restricted Stock and will be subject to all of the conditions and
restrictions which were applicable to the unvested Shares of Restricted Stock
pursuant to this Agreement.  If Grantee receives rights or warrants
with respect to any unvested Shares of Restricted Stock, such rights or warrants
may be held or exercised by Grantee, provided that until such exercise any such
rights or warrants and after such exercise any shares or other securities
acquired by the exercise of such rights or warrants will be considered to be
unvested Shares of Restricted Stock and will be subject to all of the conditions
and restrictions which were applicable to the unvested Shares of Restricted
Stock pursuant to this Agreement.  The Administrator in its absolute
discretion at any time may accelerate


      
        
           


        

        
           


          
            

          

        

        
           


        

      


       

      the
vesting of all or any portion of such new or additional shares of stock, cash or
securities, rights or warrants to purchase securities or shares or other
securities acquired by the exercise of such rights or warrants.

       

      (g)           The
Company may determine to issue the Shares in book entry form and/or may instruct
the transfer agent for its Common Stock to place a legend on the certificates
representing the Restricted Stock or otherwise note its records as to the
restrictions on transfer set forth in this Agreement.

       

      3.           Vesting Schedule/Period of
Restriction.  Subject to Paragraphs 4 and 5 of this
Agreement, the Shares of Restricted Stock awarded by this Agreement shall vest
in accordance with the vesting provisions set forth in the Notice of Grant [TO
BE INCLUDED UNLESS COMPENSATION COMMITTEE DETERMINES OTHERWISE AND MODIFIED AS
NEEDED TO CONFORM TO THE APPLICABLE VESTING ACCELERATION PROVISIONS: which shall
be deemed to include any acceleration of vesting provisions included in
Grantee’s written employment or other written agreement with the Company entered
into on or prior to the Date of Grant that applies to restricted stock (each of
which such provision is incorporated by reference herein)], subject to Section
15 of the Plan.  Shares of Restricted Stock shall not vest in the
Grantee in accordance with any of the provisions of this Agreement unless the
Grantee shall have remained a Service Provider from the Vesting Commencement
Date through the applicable vesting date.

       

      4.           Administrator
Discretion.  The Administrator, in its discretion, may
accelerate the vesting of the balance, or some lesser portion of the balance, of
the unvested Shares of Restricted Stock at any time, subject to the terms of the
Plan.  If so accelerated, such Shares will be considered as having
vested as of the date specified by the Administrator.

       

      5.           Forfeiture.  Notwithstanding
any contrary provision of this Agreement, the balance of the Shares of
Restricted Stock that have not vested at the time the Grantee ceases to be a
Service Provider will be forfeited and automatically transferred to and
reacquired by the Company at no cost to the Company.  The Grantee
shall not be entitled to a refund of any of the price paid for the Shares of
Restricted Stock forfeited to the Company pursuant to this
Paragraph 5.  The Grantee hereby appoints the Escrow Agent with
full power of substitution, as the Grantee’s true and lawful attorney-in-fact
with irrevocable power and authority in the name and on behalf of the Grantee to
take any action and execute all documents and instruments, including, without
limitation, stock powers which may be necessary to transfer the certificate or
certificates evidencing such unvested Shares to the Company upon such cessation
of the Service Provider relationship.

       

      6.           Death of
Grantee.  Any distribution or delivery to be made to the
Grantee under this Agreement will, if the Grantee is then deceased, be made to
the administrator or executor of the Grantee’s estate.  Any such
administrator or executor must furnish the Company with (a) written notice of
his or her status as transferee, (b) evidence satisfactory to the Company to
establish the validity of the transfer and compliance with any laws or
regulations pertaining to said transfer, and (c) written acceptance of the terms
and conditions of this Award as set forth in this Agreement.

       

      7.           Withholding of
Taxes.  Until and unless the Administrator determines
otherwise, the Company (or the employing Parent or Subsidiary) will withhold a
portion of the Shares of Restricted Stock that have an aggregate market value
sufficient to pay the minimum federal, state, local and foreign income,
employment and any other applicable taxes required to withheld by the Company
(or the employing Parent or Subsidiary) with respect to the
Shares.  No fractional Shares will be withheld or issued pursuant to
the grant of the Restricted Stock Award and the issuance of Shares thereunder;
unless determined otherwise by the Company, any additional withholding necessary
for this reason will be done by the Company through the Grantee’s paycheck or
through direct payment by the Grantee to the Company in the form of cash, check
or other cash equivalent.  The Company (or the employing Parent or
Subsidiary) may instead, after consultation with the Company’s Compliance
Officer (as defined in the Company’s Insider Trading Policy), in its discretion
and subject to such procedures as it may specify from time to time, require
Grantee to satisfy such tax withholding obligation, in whole or in part (without
limitation) by (a) paying cash or remitting a check or providing other cash
equivalent, (b) withholding an amount necessary to pay the applicable taxes
from the Grantee’s paycheck, (c)  having the Company withhold otherwise
deliverable Shares having a Fair Market Value equal to the minimum amount
required to be withheld, (d) delivering to the Company already vested and
owned Shares having a Fair Market Value equal to the amount required to be
withheld, (e) selling a sufficient number of such Shares otherwise to be
released from escrow to Grantee through such means as the Company may determine
in its sole discretion (whether through a broker or


      
        
           


        

        
           


          
            

          

        

        
           


        

      


       

      otherwise)
equal to the amount required to be withheld, or (f) a combination
thereof.  No Restricted Stock will be released from escrow to the
Grantee (or his or her estate) unless and until satisfactory arrangements (as
determined by the Administrator) have been made by the Grantee with respect to
the payment of any income and other taxes which the Company determines must be
withheld or collected with respect to such Shares.  If Grantee fails
to make satisfactory arrangements for the payment of any required tax
withholding obligations hereunder at the time any applicable Shares otherwise
are scheduled to vest pursuant to this Agreement and be released from the escrow
pursuant to Section 2(d), Grantee will permanently forfeit such Shares and any
right to receive such Shares thereunder from escrow and the Shares will be
returned to the Company at no cost to the Company. In addition and to the
maximum extent permitted by law, the Company (or the employing Parent or
Subsidiary) has the right to retain without notice from salary or other amounts
payable to the Grantee, cash having a sufficient value to satisfy any tax
withholding obligations that cannot be satisfied through the withholding of
otherwise deliverable Shares. By accepting this Award, the Grantee expressly
consents to the withholding or sale of Shares and to any cash or Share
withholding as provided for in this Paragraph 7.  All income and
other taxes related to the Restricted Stock Award and any Shares delivered in
payment thereof are the sole responsibility of the Grantee.

       

      8.           Rights as
Stockholder.  Neither the Grantee nor any person claiming under
or through the Grantee will have any of the rights or privileges of a
stockholder of the Company in respect of any Shares deliverable hereunder unless
and until certificates representing such Shares (which may be in book entry
form) have been issued, recorded on the records of the Company or its transfer
agents or registrars, and delivered to the Grantee or the Escrow Agent
(including through electronic delivery to a brokerage account).  After
such issuance, recordation and delivery, the Grantee will have all the rights of
a stockholder of the Company with respect to voting such Shares and receipt of
dividends and distributions on such Shares.

       

      9.           No Effect on Employment or
Service.  The Grantee’s employment or service with the Company
and any Parent or Subsidiary is on an at-will basis only, subject to the
provisions of Applicable Law.  Accordingly, subject to any written,
express employment contract with the Grantee, nothing in this Agreement or the
Plan shall confer upon the Grantee any right to continue to be employed by or in
service to the Company or any Parent or Subsidiary or shall interfere with or
restrict in any way the rights of the Company or the employing Parent or
Subsidiary, which are hereby expressly reserved, to terminate the employment or
service of the Grantee at any time for any reason whatsoever, with or without
good cause.  Such reservation of rights can be modified only in an
express written contract executed by a duly authorized officer of the Company or
the Parent or Subsidiary employing the Grantee.

       

      10.           Address for
Notices.  Any notice to be given to the Company under the terms
of this Agreement will be addressed to the Company, in care of its Secretary, at
Taleo Corporation, 4140 Dublin Boulevard, Suite 400, Dublin, California 94568,
or at such other address as the Company may hereafter designate in
writing.

       

      11.           Grant is Not
Transferable.  Except to the limited extent provided in
Paragraph 6 above, the unvested Shares subject to this grant and the rights and
privileges conferred hereby will not be transferred, assigned, pledged or
hypothecated in any way (whether by operation of law or otherwise) and will not
be subject to sale under execution, attachment or similar
process.  Upon any attempt to transfer, assign, pledge, hypothecate or
otherwise dispose of any unvested Shares subject to this grant, or any right or
privilege conferred hereby, or upon any attempted sale under any execution,
attachment or similar process, this grant and the rights and privileges
conferred hereby immediately will become null and void.

       

      12.           Binding
Agreement.  Subject to the limitation on the transferability of
this grant contained herein, this Agreement will be binding upon and inure to
the benefit of the heirs, legatees, legal representatives, successors and
assigns of the parties hereto.

       

      13.           Additional Conditions to
Issuance of Certificates for Shares and Release from
Escrow.  The Company shall not be required to issue any
certificate or certificates for Shares hereunder or release such Shares from the
escrow established pursuant to Paragraph 2 prior to fulfillment of all the
following conditions:  (a) the admission of such Shares to
listing on all stock exchanges on which such class of stock is then listed;
(b) the completion of any registration or other qualification of such
Shares under any state or federal law or under the rulings or regulations of the
Securities and Exchange Commission or any other governmental regulatory body,
which the Administrator shall, in its absolute discretion, deem necessary or
advisable; (c) the obtaining of any approval or other clearance from any
state or federal


      
        
           


        

        
           


          
            

          

        

        
           


        

      


       

      governmental
agency, which the Administrator shall, in its absolute discretion, determine to
be necessary or advisable; and (d) the lapse of such reasonable period of
time following the date of grant of the Restricted Stock as the Administrator
may establish from time to time for reasons of administrative
convenience.  The Administrator shall, in its absolute discretion,
determine when such conditions have been fulfilled.

       

      14.           Plan
Governs.  This Agreement is subject to all terms and provisions
of the Plan.  In the event of a conflict between one or more
provisions of this Agreement and one or more provisions of the Plan, the
provisions of the Plan will govern.  Capitalized terms used and not
defined in this Agreement will have the meaning set forth in the
Plan.

       

      15.           Administrator
Authority.  The Administrator will have the power to interpret
the Plan and this Agreement and to adopt such rules for the administration,
interpretation and application of the Plan as are consistent therewith and to
interpret or revoke any such rules (including, but not limited to, the
determination of whether or not any Shares of Restricted Stock have
vested).  All actions taken and all interpretations and determinations
made by the Administrator in good faith will be final and binding upon the
Grantee, the Company and all other interested persons.  No person
acting as or on behalf of the Administrator will be personally liable for any
action, determination or interpretation made in good faith with respect to the
Plan or this Agreement.

       

      16.           Electronic
Delivery.  The Company may, in its sole discretion, decide to
deliver any documents related to the Shares of Restricted Stock awarded under
the Plan or future Restricted Stock that may be awarded under the Plan by
electronic means or request Grantee’s consent to participate in the Plan by
electronic means.  Grantee hereby consents to receive such documents
by electronic delivery and agrees to participate in the Plan through any on-line
or electronic system established and maintained by the Company or another third
party designated by the Company.

       

      17.           Captions.  Captions
provided herein are for convenience only and are not to serve as a basis for
interpretation or construction of this Agreement.

       

      18.           Agreement
Severable.  In the event that any provision in this Agreement
will be held invalid or unenforceable, such provision will be severable from,
and such invalidity or unenforceability will not be construed to have any effect
on, the remaining provisions of this Agreement.

       

      19.           Entire
Agreement.  This Agreement, together with any written agreement
between Grantee and the Company that has been incorporated by reference herein
by Section 3 of this Agreement (whether entered into prior to or
contemporaneously with this Agreement), constitutes the entire understanding of
the parties on the subjects covered.  The Grantee expressly warrants
that he or she is not executing this Agreement in reliance on any promises,
representations, or inducements other than those contained herein.

       

      20.           Modifications to the
Agreement.  Modifications to this Agreement or the Plan can be
made only in an express written contract executed by a duly authorized officer
of the Company.  Notwithstanding anything to the contrary in the Plan
or this Agreement, the Company reserves the right to revise this Agreement as it
deems necessary or advisable, in its sole discretion and without the consent of
the Grantee, to comply with Code Section 409A or to otherwise avoid imposition
of any additional tax or income recognition under Code Section 409A in
connection to this Award of Restricted Stock.

       

      21.           Amendment, Suspension or
Termination of the Plan.  By accepting this Award, the Grantee
expressly warrants that he or she has received a Restricted Stock Award under
the Plan, and has received, read and understood a description of the
Plan.  The Grantee understands that the Plan is discretionary in
nature and may be modified, suspended or terminated by the Company at any
time.


      
        
           


        

        
           


          
            

          

        

        
           


        

      


       

      22.           Notice of Governing
Law.  This Agreement will be governed by the laws of the State
of California, without giving effect to the conflict of law principles
thereof.  For purposes of litigating any dispute that arises under
this Award of Restricted Stock or this Agreement, the parties hereby submit to
and consent to the jurisdiction of the State of California, and agree that such
litigation will be conducted in the courts of Alameda County, California, or the federal courts for
the United States for the Northern District of California, and no other courts,
where this Award of Restricted Stock is made and/or to be
performed.

       

      23.           Labor
Law.  By accepting this Restricted Stock Award, the Grantee
acknowledges that: (a) the grant of this Award is a one-time benefit which does
not create any contractual or other right to receive future grants of Restricted
Stock, or benefits in lieu of Restricted Stock; (b) all determinations with
respect to any future grants, including, but not limited to, the times when the
Restricted Stock shall be granted, the number of Shares of Restricted Stock
subject to each Award and the time or times when the Restricted Stock shall
vest, will be at the sole discretion of the Company; (c) the Grantee’s
participation in the Plan is voluntary; (d) the value of these Shares of
Restricted Stock is an extraordinary item of compensation which is outside the
scope of the Grantee’s employment contract, if any; (e) this award of Restricted
Stock is not part of the Grantee’s normal or expected compensation for purposes
of calculating any severance, resignation, redundancy, end of service payments,
bonuses, long-service awards, pension or retirement benefits or similar
payments; (f) the vesting of these Shares of Restricted Stock will cease upon
termination of employment for any reason except as may otherwise be explicitly
provided in the Plan or this Agreement; (g) the future value of the underlying
Shares is unknown and cannot be predicted with certainty; (h) these Shares of
Restricted Stock have been granted to the Grantee in the Grantee’s status as a
Service Provider of the Company or its Parent or one of its Subsidiaries; (i)
any claims resulting from this Restricted Stock Award shall be enforceable, if
at all, against the Company; and (j) there shall be no additional obligations
for any Parent or Subsidiary employing the Grantee as a result of these
Restricted Stock Awards.

       

      24.           Disclosure of Grantee
Information.  By accepting this Restricted Stock Award, the
Grantee consents to the collection, use and transfer of personal data as
described in this paragraph.  The Grantee understands that the Company
and its Parent and Subsidiaries hold certain personal information about him or
her, including his or her name, home address and telephone number, date of
birth, social security or identity number, salary, nationality, job title, any
shares of stock or directorships held in the Company, details of all awards of
Restricted Stock or any other entitlement to shares of stock awarded, canceled,
exercised, vested, unvested or outstanding in his or her favor, for the purpose
of managing and administering the Plan (“Data”).  The Grantee further
understands that the Company and/or its Parent and/or its Subsidiaries will
transfer Data among themselves as necessary for the purpose of implementation,
administration and management of his or her participation in the Plan, and that
the Company and/or any of its Parent and/or Subsidiaries may each further
transfer Data to any third parties assisting the Company in the implementation,
administration and management of the Plan.  The Grantee understands
that these recipients may be located in the European Economic Area, or
elsewhere, such as in the U.S. or Asia.  The Grantee authorizes the
Company to receive, possess, use, retain and transfer the Data in electronic or
other form, for the purposes of implementing, administering and managing his or
her participation in the Plan, including any requisite transfer to a broker or
other third party with whom he or she may elect to deposit any Shares of stock
acquired from this Award of Restricted Stock of such Data as may be required for
the administration of the Plan and/or the subsequent holding of Shares on his or
her behalf.  The Grantee understands that he or she may, at any time,
view the Data, require any necessary amendments to the Data or withdraw the
consent herein in writing by contacting the Human Resources department for the
Company and/or its applicable Parent or Subsidiary.

       

      25.           Language.  If
Grantee has received this Agreement or any other document related to the Plan
translated into a language other than English and if the translated version is
different than the English version, the English version will
control.

       

      


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