Exhibit 10.2


 


MONSTER WORLDWIDE, INC.


 


EXECUTIVE INCENTIVE PLAN


 


1.                                       PURPOSE
OF THE PLAN.  The purpose of the Monster
Worldwide, Inc. Executive Incentive Plan (the “Plan”) is to allow Monster
Worldwide, Inc. (the “Company”) to provide performance-based incentive
compensation to certain of its officers that satisfies the requirements for
performance-based compensation in Section 162(m) of the Internal
Revenue Code of 1986, as amended (the “Code”).


 


2.                                       ADMINISTRATION
OF THE PLAN.  The Plan shall be
administered by a committee composed of two or more directors, all of whom
qualify as “outside directors” within the meaning of Section 162(m) of
the Code (the “Committee”).  The
Committee shall have the exclusive authority to select the officers to
participate in the Plan, to establish Performance Goals for performance during
each Performance Period (as such terms are defined in Section 4), to
determine the amount of the incentive compensation bonus payable to any
Participant (as such term is defined in Section 3), and to make all
determinations and take all other actions necessary or appropriate for the
proper administration and operation of the Plan.  Any determination by the Committee on any
matter relating to the Plan shall be made in its sole discretion and need not
be uniform among Participants.  The
Committee’s interpretation of the Plan shall be final, conclusive and binding
on all parties concerned, including the Company, its stockholders and any
Participant.


 


3.                                       ELIGIBILITY.  Incentive compensation bonuses under the Plan
may be paid to those officers (including officers who are directors) of the
Company who are selected by the Committee (the “Participants”).  Participants may receive multiple incentive
compensation bonuses during the same year under the Plan.


 


4.                                       PERFORMANCE
PERIODS AND PERFORMANCE GOALS.  Incentive
compensation bonuses under the Plan shall be payable to each Participant solely
as a result of the satisfaction of pre-established targeted levels of
performance (the “Performance Goals”) for the calendar year or such other
performance period as is selected by the Committee (a “Performance Period”).


 


Performance
Goals, which may vary from Participant to Participant and target incentive
compensation bonus opportunity to target incentive compensation bonus
opportunity, shall be based upon the attainment of specific amounts of, or
increases in, one or more of the following: 
the market price of the Company’s common stock (either on a fixed date
or over any specified period); total stockholder return; dividends per share;
revenues; operating income; cash flow; earnings before or after income taxes;
earnings before interest, taxes depreciation, amortization; net income;
stockholders’ equity; return on equity; book value per share; expense
management; return on investment; improvements in capital structure;
profitability of an identifiable business unit or product; maintenance or
improvement of profit margins or operating efficiency; customer satisfaction
metrics; user traffic metrics; customer order metrics; or strategic business
objectives consisting of one or more objectives based on meeting specified cost
targets, business restructurings, business expansion goals or goals relating to
acquisitions or divestitures, all whether applicable to the Company or any
subsidiary or other business unit or 


 

















 


any
entity in which the Company has a significant investment, or any combination
thereof as the Committee may deem appropriate. 
Each Performance Goal may be expressed on an absolute and/or relative
basis, may be based on, or otherwise employ, comparisons based on internal
targets, business plans, the past performance of the Company or any subsidiary,
unit or entity and/or the past or current performance of other companies, may
provide for the inclusion, exclusion or averaging of specified items in whole
or in part, such as re-structuring charges, types of expenses, realized gains
or losses on strategic investments, discontinued operations, extraordinary
items, accounting changes, and unusual or nonrecurring items, and, in the case
of earnings-based measures, may use or employ comparisons relating to capital,
shareholders’ equity and/or shares outstanding, assets or net assets.


 


To
the extent that a Performance Goal is based on, or calculated with respect to,
the Company’s common stock (such as increases in earnings per share or other
similar measures), then in the event of any corporate transaction involving the
Company (including, without limitation, any subdivision or combination or
exchange of the outstanding shares of common stock, stock dividend, stock
split, spin-off, split-off, recapitalization, capital reorganization,
liquidation, reclassification of shares of common stock, merger, consolidation,
extraordinary cash distribution, or sale, lease or transfer of substantially
all of the assets of the Company), the Committee shall make or provide for such
adjustments in such Performance Goal as the Committee may in good faith
determine to be equitably required in order to prevent dilution or enlargement
in the rights of Participants.


 


5.                                       INCENTIVE
COMPENSATION BONUSES.


 


Prior
to the beginning of each Performance Period, or at such other time no later
than such time as is permitted by the applicable provisions of the Code, the
Committee shall establish in writing the target (or range of) incentive
compensation bonus opportunity for each Participant based upon the attainment
of one or more Performance Goals established by the Committee at such
time.  The Committee may provide for a
threshold level of performance below which no amount of incentive compensation
bonus will be paid and a maximum level of performance above which no additional
incentive compensation bonus will be paid, and it may provide for the payment
of differing amounts for different levels of performance.


 


As
soon as practicable after the end of each Performance Period but before any
incentive compensation bonuses are paid, the Committee shall certify in writing
(i) whether the Performance Goal or Goals were attained and (ii) the
amount of the incentive compensation bonus payable to each Participant based
upon the attainment of the Performance Goals established by the Committee.  The Committee may determine to grant a
Participant an incentive compensation bonus equal to, but not in excess of, the
amount specified in the foregoing certification.  The Committee may also reduce or eliminate
the amount of any incentive compensation bonus of any Participant at any time
prior to payment thereof, based on such criteria as it shall determine,
including but not limited to individual merit and attainment of, or the failure
to attain, specified personal goals established by the Committee or the
termination of employment by the Participant with the Company or its
subsidiaries whether before or after the end of a Performance Period.  Under no circumstance may the Committee
increase the amount of the incentive compensation bonus otherwise payable to a
Participant pursuant to the Plan beyond the amount originally established,
waive the attainment of the Performance Goals established by 


 


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Committee
or otherwise exercise its discretion so as to cause any incentive compensation
bonus pursuant to the Plan not to qualify as performance-based compensation
under Section 162(m) of the Code.


 


As
soon as practicable following the Committee’s determination of the amount of
any incentive compensation bonus payable to a Participant, but no later than December 31st
of the calendar year in which the determination is made, such incentive compensation
bonus shall be paid by the Company in cash to such Participant.


 


The
amount of the incentive compensation bonuses payable to any Participant
pursuant to the Plan in a single calendar year shall not exceed $10 million.


 


6.                                       CESSATION
OF EMPLOYMENT.


 


Participants who
cease to be employed by the Company or its subsidiaries prior to the end of a
Performance Period, other than due to death or disability (as defined in any
disability plan of the Company or any of its subsidiaries applicable to the Participant),
shall not be eligible to receive an incentive compensation bonus for the
Performance Period in which such termination of employment occurs.  Subject to Section 7, Participants who
cease to be employed by the Company or its subsidiaries prior to the end of a
Performance Period due to death or disability (as defined in any disability
plan of the Company or any of its subsidiaries applicable to the Participant)
may receive an incentive compensation bonus which is prorated to the date of
cessation of employment, but based upon the attainment of the Performance Goals
for either the entire Performance Period or the portion thereof preceding such
death or disability, as determined by the Committee in its sole discretion.


 


7.                                       MISCELLANEOUS
PROVISIONS.


 


No
Participant, officer or other person shall have any claim or right to receive
or be paid any incentive compensation bonus under the Plan prior to the actual
payment thereof.


 


Neither
the establishment of the Plan nor any action taken thereunder shall be construed
as giving any officer or other person any right to be retained in the employ of
the Company.


 


The
Company shall have the right to deduct from all incentive compensation bonuses
payable hereunder any federal, state, local or foreign taxes or other amounts
required by law to be deducted or withheld with respect to such payments.


 


No
incentive compensation bonus under the Plan nor any rights or interests herein
or therein shall be assigned, transferred, pledged, encumbered, or hypothecated
to, or in favor of, or subject to any lien, obligation, or liability of a
Participant to, any party (other than the Company or any subsidiary), except,
in the event of the Participant’s death, to his designated beneficiary as
hereinafter provided.


 


Any
payments on account of an incentive compensation bonus payable under the Plan
to a deceased Participant shall be paid to such beneficiary as has been last
designated in writing by the Participant, or if the Participant has not
designated a beneficiary or if all 


 


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Beneficiaries
fail to survive the Participant, the Participant’s beneficiary shall be the
Participant’s spouse, if any, or if none, his/her estate.


 


Nothing
in the Plan shall be construed in any way as limiting the authority of the
Committee, the Board of Directors of the Company, the Company or any subsidiary
to establish any other annual or other incentive compensation bonus plan or as
limiting the authority of any of the foregoing to pay cash bonuses or other supplemental
or additional incentive compensation to any persons employed by the Company, or
any subsidiary whether or not such person is a Participant in this Plan and
regardless of how the amount of such bonus or compensation is determined.


 


8.                                       AMENDMENT
OR TERMINATION OF THE PLAN.  The Board of
Directors of the Company, without the consent of any Participant, may at any
time terminate or from time to time amend or terminate the Plan in whole or in
part, whether prospectively or retroactively, including in any manner that
adversely affects the rights of Participants; provided, however, that no
amendment that would require the consent of the stockholders of the Company
pursuant to Section 162(m) of the Code shall be effective without
such consent.


 


9.                                       LAW
GOVERNING.  The validity and construction
of the Plan and any agreements entered into thereunder shall be governed by the
laws of the State of Delaware without giving effect to principles of conflict
of laws.


 


10.                                 EFFECTIVE
DATE.  The Plan shall be effective March 25,
2008, subject to approval by the stockholders of the Company in accordance with
Section 162(m) of the Code.  If
the Plan is not approved by the stockholders of the Company at the 2008 annual
meeting of stockholders, then no incentive compensation bonuses shall be
payable to any Participant pursuant to the Plan.


 


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