EXHIBIT 10.2


 


HUDSON GLOBAL, INC.


RESTRICTED STOCK AWARD AGREEMENT


 


RESTRICTED STOCK AWARD
AGREEMENT (“Agreement”) made as of the 18th day of May, 2015 and effective as of the date hereof (the “Grant
Date”), by and between HUDSON GLOBAL, INC., a Delaware corporation (the “Company”) and STEPHEN A. NOLAN
(the “Grantee”).


 


WITNESSETH:


 


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


 


NOW, THEREFORE,
the parties hereto agree as follows:


 


1.          Award.
Subject to the terms and conditions set forth herein, the Company hereby awards the Grantee on the Grant Date 500,000 shares of
Common Stock (the “Restricted Stock”).


 


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


 


(a)          150,000
shares of Restricted Stock shall vest on November 13, 2016 if the Grantee remains employed by the Company or an affiliate (as defined
below) of the Company from the Grant Date through November 13, 2016, subject to immediate vesting in connection with (x) a termination
of the Grantee’s employment covered by Section 8(c) of the Executive Employment Agreement between the Company and the Grantee
as set forth in Section 5 below or (y) a Change in Control (as defined below) as set forth in Section 8 below; and


 


(b)          the
applicable additional number of shares of Restricted Stock (as set forth in the chart below) shall vest on November 13, 2016 if
the Grantee remains employed by the Company or an affiliate of the Company from the Grant Date through November 13, 2016 to the
extent the volume weighted average closing price of the Common Stock during any 30 consecutive trading days between the Grant Date
and November 13, 2016 (the “Average Share Price”) meets or exceeds the applicable Share Price Target (as set forth
in the chart below), subject to immediate vesting of the number of shares of Restricted Stock earned pursuant to the forgoing based
on the Average Share Price meeting or exceeding the applicable Share Price Targets in connection with (x) a termination of the
Grantee’s employment covered by Section 8(c) of the Executive Employment Agreement between the Company and the Grantee as
set forth in Section 5 below or (y) a Change in Control as set forth in Section 8 below.1


 


 






1 By way of example, if the
Average Share Price had been $5.00 and a termination of the Grantee’s employment covered by Section 8(c) of the Executive
Employment Agreement between the Company and the Grantee or a Change in Control occurred, then 262,500 shares of restricted stock
would vest pursuant to this Section 2(b) (with an additional 150,000 shares of restricted stock vesting pursuant to Section 2(a)).


 




    	 



    	 



    

 


	Share Price Target	 	 	Additional Number of Shares
    of
 Restricted Stock Vested(1)	 
	$	3.50	 	 	 	87,500	 
	$	4.25	 	 	 	87,500	 
	$	5.00	 	 	 	87,500	 
	$	6.00	 	 	 	87,500	 



 


(1) To the
extent the Average Share Price is between two Share Price Targets, the number of shares of Restricted Stock vested pursuant to
this Section 2(b) will be equal to the sum of (x) the number of shares of Restricted Stock for each of the Share Price Targets
that have been met plus (y) the number of shares of Restricted Stock equal to (i) the percentage equal to (A) the Average Share
Price minus the lower Share Price Target divided by (B) the higher Share Price Target minus the lower Share Price Target multiplied
by (ii) the number of shares of Restricted Stock that would vest if the higher Share Price Target had been met. By way of example,
if the Average Share Price was $5.55, the number of shares of Restricted Stock would equal 310,625. [87,500 + 87,500 + 87,500 +
(($5.55 - $5.00 = $.55) / ($6.00 - $5.00 = $1.00) = 55% x 87,500 = 48,125)]


 


The Grantee shall forfeit
the number of shares of Restricted Stock that do not vest pursuant to the preceding provisions. As used in this Agreement, the
term “affiliate” means an affiliate of the Company within the meaning of Rule 405 under the Securities Act of 1933,
as amended. If any fractional shares would result from the strict application of the incremental vesting percentages described
above, then the actual number of shares of Restricted Stock that vest on any specific date will cover only the full number of shares
determined by rounding the number of shares to be issued from the strict application of the incremental percentages set forth above
to the nearest whole number.


 


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


 




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


 


5.          Termination
of Employment. If the Grantee’s employment or service with the Company or its Affiliates is terminated for any reason
other than death, including but not limited to by reason of disability, or a termination of the Grantee’s employment covered
by Section 8(c) of the Executive Employment Agreement between the Company and the Grantee, then the shares of Restricted Stock
that have not yet become fully vested in accordance with Section 2 will automatically be forfeited by the Grantee (or the Grantee’s
successors) and any book entry with respect thereto will be canceled. If the Grantee’s employment terminates by reason of
the Grantee’s death or a termination of the Grantee’s employment covered by Section 8(c) of the Executive Employment
Agreement between the Company and the Grantee, then the shares of Restricted Stock set forth in Section 2(a) and the number of
shares of Restricted Stock earned pursuant to Section 2(b) based on the Average Share Price meeting or exceeding the applicable
Share Price Targets will fully vest and the restrictions imposed upon such shares of Restricted Stock by Section 2 will be immediately
deemed to have lapsed, but, with respect to shares of Restricted Stock described in Section 2(b), only if and to the extent that
earned based on the Average Share Price meeting or exceeding the applicable Share Price Targets on or prior to the date of such
termination of employment.


 




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6.          Voting
Rights; Dividends and Other Distributions.


 


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


 


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


 


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


 


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


 


8.          Change
in Control. Effective upon a Change in Control (as defined in the Plan, provided, however, that for purposes of this Agreement,
such definition shall exclude the change in control of the Company that will occur as of the Company’s 2015 annual meeting
of stockholders), if the Grantee is employed by the Company or an Affiliate immediately prior to the date of such Change in Control,
then the shares of Restricted Stock set forth in Section 2(a) and the number of shares of Restricted Stock earned pursuant to Section
2(b) based on the Average Share Price meeting or exceeding the applicable Share Price Targets will fully vest and the restrictions
imposed upon such shares of Restricted Stock by Section 2 will be immediately deemed to have lapsed, but, with respect to shares
of Restricted Stock described in Section 2(b), only if and to the extent that earned based on the Average Share Price meeting or
exceeding the applicable Share Price Targets on or prior to the date of such Change in Control.


 


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


 


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


 


11.         Administration.
The Committee will have full power and authority to interpret and apply the provisions of this Agreement and act on behalf of the
Company and the Board in connection with this Agreement, and the decision of the Committee as to any matter arising under this
Agreement shall be binding and conclusive as to all persons.


 




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12.         Binding
Effect; Headings. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective
successors and permitted assigns. The subject headings of Sections of this Agreement are included for the purpose of convenience
only and shall not affect the construction or interpretation of any of its provisions. All references in this Agreement to “$”
or “dollars” are to United States dollars.


 


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


 


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


 


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


 


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


 




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


 


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


 


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


 




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


 


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


 


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


 


15.         Applicable
Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard
to conflict of law principles thereof. This Agreement constitutes the entire agreement between the parties with respect to the
subject matter hereof and controls and supersedes any prior understandings, agreements or representations by or between the parties,
written or oral with respect to its subject matter and may not be modified except by written instrument executed by the parties.
The Grantee has not relied on any representation not set forth in this Agreement.


 




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


 


	 	HUDSON GLOBAL, INC.
	 	 
	 	By:	/s/ Tracy Noon
	 	 	Name:  Tracy Noon
	 	 	Title:    Chief Corporate Services Officer
	 	 	 
	 	/s/ Stephen A. Nolan
	 	Grantee – Signature
	 	 
	 	Stephen A. Nolan
	 	Grantee – Print Name


 




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