EXHIBIT 10.1


 


STOCK
BONUS AGREEMENT


 


Stock
Bonus Agreement (“Agreement”), dated as of January 18, 2006 between
Monster Worldwide, Inc. (“Monster Worldwide”) with an address of 622 Third
Avenue, New York, NY 10017, and                                     
(“Employee”), an individual with an address of                                  .


 


Monster Worldwide wishes to retain Employee’s
services and to grant Employee the opportunity to receive certain shares of
Monster Worldwide’s common stock, $.001 par value per share (the “Common Stock”)
pursuant to the Monster Worldwide, Inc. 1999 Long Term Incentive
Plan.  Employee and Monster Worldwide
hereby agree as follows:


 


1.             Subject
to the terms and conditions of this Agreement and the satisfaction of the first
quarter 2006 performance based goal set forth on Exhibit A hereto, Monster
Worldwide shall issue to Employee an aggregate of                         
shares of its Common Stock (such                         
shares of Common Stock are sometimes referred to as the “Shares”). It is
understood and agreed that if the first quarter 2006 performance based goal set
forth on Exhibit A hereto is not satisfied, then no Shares shall vest or
be delivered to Employee under the terms of this Agreement.


 


2.             If
and only if the first quarter 2006 performance based goal set forth on Exhibit A
hereto is satisfied, the Shares shall vest and be delivered to Employee if and
only if Employee remains in the continuous employ of Monster Worldwide between
the date hereof and the applicable vesting date as follows:


 


if Employee remains in
the continuous employ of Monster Worldwide through January 2, 2007, 100%
of the Shares shall vest;


 


provided
however that solely in the event (i) Employee’s employment with
Monster Worldwide has been terminated by Monster Worldwide without “Cause” (as “Cause”
is expressly defined in the agreement between Monster Worldwide and Employee
dated                                       
(the “Employment Agreement”), or (ii) Employee dies while still employed
by Monster Worldwide, then the condition of continuous employment set forth in
the preceding clauses of this paragraph 2 shall be inapplicable.


 


In the event that prior to the applicable
vesting date Employee has entered into a Rule 10b5-1 Plan with respect to
the sale at or promptly after the applicable vesting date of a portion of the
Shares which vest hereunder, then Shares that vest hereunder or as a result of
the provisions of the Employment Agreement shall not be delivered to Employee
unless and until Employee has paid Monster Worldwide the amount, if any, deemed
necessary by Monster Worldwide in its reasonable discretion to enable it to
satisfy any federal, foreign or other tax withholding or similar obligations of
Monster Worldwide with respect to the Shares that have vested, unless other
arrangements acceptable to Monster Worldwide in its discretion have been agreed
to by Monster Worldwide.  In the event
that by the applicable vesting date Employee has not entered into a Rule 10b5-1
Plan with respect to the sale at or promptly after the applicable vesting date
of a portion of the Shares which vest hereunder, then Monster Worldwide shall
satisfy any federal, foreign or other tax withholding or similar obligations of
Monster Worldwide with respect to the Shares that vest on such vesting date by
withholding the number of Shares sufficient to satisfy Monster Worldwide’s
minimum withholding obligations unless (i) Employee has paid Monster
Worldwide the amount, if any, deemed necessary by Monster Worldwide in its reasonable
discretion to enable it to satisfy any federal, foreign or other tax
withholding or similar obligations of Monster Worldwide with respect to the
Shares that have vested, or (ii)  other arrangements acceptable to Monster
Worldwide in its discretion have been agreed to by Monster Worldwide.


 





















 


3.             All
notices or other communications to be given or delivered in connection with
this Agreement shall be in writing and shall be deemed to have been properly
served if delivered personally, by courier, or by certified or registered mail,
return receipt requested and first class postage prepaid, in each case to the
parties at their addresses set forth above, in the case of notices to Monster
Worldwide, to the attention of Myron Olesnyckyj, Esq. or such other addresses
as the recipient party has specified by prior written notice to the sending
party.  All such notices and
communications shall be deemed received upon the actual delivery thereof in
accordance with the foregoing.


 


4.             This
Agreement constitutes the entire agreement between the parties with respect to
the subject matter hereof and supersedes any previous understandings or
arrangements in relation thereto, including but not limited to any and all
letters, correspondence or other communication from Andrew McKelvey and/or
William Pastore in relation to restricted stock. Nothing in this Agreement
shall give Employee any right to continue in the employment of Monster
Worldwide, or interfere in any way with the right of Monster Worldwide to
terminate the employment of Employee. 
This Agreement (i) may be signed in counterparts, (ii) shall
be governed by the laws of the state of New York (other than the conflicts of
laws provisions thereof), (iii) shall not modify or affect the terms and
conditions of Employee’s employment, (iv) may not be amended, terminated
or waived orally, and (v) may not be assigned by Employee.


 


 


Monster Worldwide, Inc.


 


	
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