Exhibit 10.1


 





 


2006


 


Management Incentive Plan


 


And


 


Performance Goals Under 


 


The 1999 LTIP


 


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I. Introduction


 


We are pleased to
present to you (i) the 2006 Management Incentive Plan (the “Plan”) for
eligible employees of Monster Worldwide, Inc. (“Monster”) and its
subsidiaries (Monster and its subsidiaries are collectively referred to as the “Monster
Group”) and (ii) individual performance goals for 2006 calendar year
performance awards under Monster’s 1999 Long Term Incentive Plan (“LTIP Plan”).
We recognize that the Monster Group’s success relies upon the hard work and
commitment of its employees. You are entrusted with the responsibility of
helping to ensure that our shareholders benefit from superior performance.
Likewise, the Monster Group wants to help you share in this benefit. The Plan
and LTIP Plan collectively offer you the opportunity to enhance your total
compensation based on your individual contributions as well as the Monster
Group’s performance. 


 


These plans are our way
of partnering with you to help achieve specific business results. The plans are
designed to:


 


•        Align your individual efforts with the
strategic goals of the Monster Group;


 


•        Link compensation to the business strategy; 


 


•        Offer
you the opportunity to earn substantial rewards; and


 


•        Focus
on increasing shareholder value.


 


We look forward to
working toward a mutually successful and prosperous future.


 


What
Do You Need to Do?




As soon as possible
after the beginning of the year, it is your responsibility to meet with your
manager to establish written
individual performance objectives (MBOs) for use with the Plan only (and not
the LTIP Plan). To help maximize your bonus opportunity under the Plan, you
should focus on maximizing your achievement relative to these individual
performance objectives. Individual objectives under the Plan should include a
customer satisfaction and team based goal. Attainment of the performance
objectives will be one of the components used by management in its
determination of the individual performance multiplier used under the Plan.
Performance objectives under the Plan may also be amended or revised from
time to time in the sole discretion of management. As outlined in the remainder
of this document, your individual performance in conjunction with the financial
performance of your business unit will help determine any actual award under
the Plan.


 


The LTIP Plan is not part of
the Plan. Under the LTIP Plan, you would be entitled to receive a bonus on the
terms and conditions set forth on Appendix A hereto only upon the attainment of
certain specified goals as more fully explained on Appendix A hereto , provided, however that the Compensation Committee of
Monster’s Board of Directors (the “Compensation Committee’) may in its
sole and absolute discretion reduce the amount otherwise payable to you under
the LTIP Plan. You should not read into


 


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the LTIP Plan any
suggestion that the Compensation Committee will not exercise its ability to
reduce, substantially reduce or even eliminate the amount otherwise payable to
you under the LTIP Plan. Unless otherwise expressly provided below, the balance
of this document only deals with the Management Incentive Plan and does not in
any way affect the operation of the LTIP Plan. 


 


II. Plan Design


 


Subject to the terms and
condition of the Plan, you are eligible to receive an annual bonus, according
to the following parameters:


 


•        Your
target incentive is 


 


•        The
bonus can be greater than, less than, or equal to your target incentive.


 


•   The
target incentive is divided into a financial performance component and
performance (MBO) components. The weighting applied to each target may vary
depending business and job related factors. The financial targets and goals for
2006 will be established and communicated to you no later than April 30, 2006,
and such goals may be adjusted from time to time by management as provided
below.


 


III.
Plan Administration


 


A. Payment Timing and Conditions/Payroll
Deductions


 


Any payments under the
Plan are due and payable by the end of the first quarter 2007. Notwithstanding
anything to the contrary in this Plan or otherwise, no individual will be
entitled to any payments under the Plan unless that individual meets each of the following conditions: 


 


•        Is
a full-time employee of a Monster Group company on the date bonus payments are
scheduled to be made, regardless of whether any termination of employment prior
to that date is voluntary or involuntary or the reasons (or lack of reasons)
therefore;


 


•        Has
returned a signed and dated copy of the signature page of the Plan to a
divisional HR Director no later than April 30, 2006 


 


The Plan and the LTIP
Plan are intended to be a retention tool designed primarily to give payments to
those that are actively employed and therefore exempt from the requirements of
ERISA.


 


Any amount payable under
the Plan or the LTIP Plan shall be reduced by applicable withholding taxes,
normal payroll deductions (including but not limited to 401(k) plan deductions)
and amounts required by law to be withheld. In the event of any overpayment
under the Plan, you agree to promptly reimburse the Monster Group.


 


B.
Management Determinations


 


Management will have the sole
power and authority to interpret, apply and adjust provisions of the Plan in
its sole and absolute discretion, and all decisions of management shall be
final and


 


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binding. Such power and
authority shall include, but not be limited to, calculation and determination
of attainment of any component goals (financial and individual) and the power
and authority to unilaterally terminate the Plan. Without limiting the
foregoing, management may, but shall not be required to, in its sole discretion
(i) amend or revise any and all component goals and (ii) amend or
revise performance objectives. Component goal adjustments may be made, for
example, in the event management deems it warranted as a result of an unforeseen
event such as an acquisition. 


 


C. Partial Year Adjustments


 


The
following chart summarizes how your participation in the Plan may be
affected by certain changes during the Plan year. You must take steps to ensure
you receive from management a written confirmation of the specific impact of
any such changes at the time of such changes. 


 


	
  During the Plan year, what
  happens if You

  
	
   

  	
   

  	
   

  
	
  Transfer
  from one job to another within the Company?

  	
   

  	
  Your
  eligibility for continued participation in the Plan will depend on your
  eligibility before and after your transfer. Please obtain written
  confirmation of the details of the Plan impact of transfer at the time of the
  transfer.

   

  •  If
  you transfer from one position to another within the same group or operating
  company, your participation will generally continue uninterrupted.

   

  •   If you transfer from a position that
  generally allows participation in the Plan to a position that generally
  allows participation in a different plan (or vice versa), your annual
  incentive award, if any, will typically be prorated between both Plans.

   

  •  If
  you transfer to a position in a different business unit that changes the
  performance measures used, your actual bonus, if any, will generally be based
  on the prorated time spent in each position.

  
	
   

  	
   

  	
   

  
	
  Get promoted?

  	
   

  	
  If you receive a
  promotion during the Plan year, new individual performance will generally be
  established to reflect your new position and your bonus will generally be
  prorated based on the number of months in the new position. Please obtain
  written confirmation of the Plan impact at the time of promotion.

  
	
   

  	
   

  	
   

  
	
  Take a leave of
  absence?

  	
   

  	
  If you take a leave of
  absence during the Plan year, you may be eligible for a bonus under the
  Plan, provided you return to work for at least one month within 13 weeks
  prior to the end of the Plan year. Your target bonus will generally be
  prorated based on your active period of employment during the Plan year.
  Please obtain written confirmation of the Plan impact prior to taking a leave
  of absence.

  



 


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D. General


 


Nothing in the Plan or the LTIP Plan gives any
individual any right to continue in the service or employment of any Monster
Group company nor does it interfere with the right of any Monster Group company
to terminate or change such services or employment, it being understood that
unless otherwise agreed to in writing by an authorized Monster Group executive
officer any employment or service with any Monster Group company is “at will.” Section headings
in this document are for convenience only.


 


Management reserves the right to modify the Plan in
its sole and absolute discretion at any time and from time to time.


 


Nothing
in this Plan or the LTIP Plan is intended to provide any assurance as to the
terms, conditions or existence of any plan relating to any period after December 31,
2006.


 


This
Plan and LTIP Plan (i) collectively constitute the sole and entire
arrangement between you and any and all members of the Monster Group with
respect to any and all incentive compensation (whether bonus, commission or
otherwise) and supersedes any and all previous arrangements relating thereto,
and (ii) may not be amended except pursuant to a written document
executed on behalf of a member of the Monster Group by an authorized executive
officer, it being understood that the LTIP Plan may not be amended or
modified except by action of the Compensation Committee.


 


I
hereby acknowledge that I have received, read and understand the Plan and the
LTIP Plan and by signing below I am agreeing to the terms and conditions of the
Plan and the LTIP Plan.


 


	
  EMPLOYEE:

  	
   

  	
   

  
	
   

  
	
   

  
	
  Print Name:

  	
  Brian
  Farrey

  	
  Date

  	
   

  	
   

  
							



 


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