EXHIBIT 10.3
MONSTER WORLDWIDE, INC.
RESTRICTED STOCK UNIT AGREEMENT
This agreement (the "Agreement") made as of the
day of
, 20
by and between MONSTER WORLDWIDE, INC., a Delaware corporation (the "Company"),
and
(the "Participant").
W I T N E S S E T H:
WHEREAS, pursuant to the Company's 1999 Long Term Incentive Plan, as amended
(the "Plan"), the Committee (as defined in the Plan) desires to award to the
Participant and the Participant desires to accept a grant of RSUs (as defined
below) upon the terms and conditions set forth in this Agreement and the Plan.
NOW, THEREFORE, the parties hereto agree as follows:
1.
GRANT OF RSUS.
SUBJECT TO THE TERMS AND CONDITIONS OF THIS
AGREEMENT AND THE PLAN, THE COMMITTEE HEREBY GRANTS TO THE PARTICIPANT
RSUS AS OF THE DATE OF THIS AGREEMENT (THE "GRANT DATE"). 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 A "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:
Date
Incremental Percentage
of Award Being Vested
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 THERE
IS A CHANGE IN CONTROL, 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 AGREEMENT, BUT IN THE SOLE DETERMINATION OF THE
COMMITTEE, IT IS EXPECTED TO BE DETERMINED THAT THE PARTICIPANT IS DISABLED AT
THE END OF THE 9-MONTH PERIOD REFERRED TO IN SECTION 4(E) OF THIS AGREEMENT,
THEN ALL OF THE UNVESTED RSUS OF SUCH PARTICIPANT, TO THE EXTENT NOT PREVIOUSLY
FORFEITED, SHALL VEST UPON THE DATE