Exhibit 10.2


 


MONSTER WORLDWIDE,
INC.

622 THIRD AVENUE

NEW YORK, NY 10017


 


As of April 1, 2004


 


Mr. William Pastore


 


 


Dear Bill:


 


This will confirm
our understanding and agreement with respect to your continued employment as
Chief Operating Officer of Monster Worldwide, Inc. (the “Company”).  You and the Company hereby agree as follows:


 


1.             The
Company agrees to employ you and you agree to be employed by the Company as
Chief Operating Officer, with such duties and responsibilities with respect to
the Company and its affiliates as the Company’s Chief Executive Officer (“CEO”)
or such other person from time to time designated by the CEO to deal with
matters related to this agreement (the “Designee”) shall reasonably
direct.  You agree to devote your best
efforts, energies, abilities and full business time, skill and attention to
your duties.  You agree to perform the
duties and responsibilities assigned to you to the best of your ability, in a
diligent, trustworthy, businesslike and efficient manner for the purpose of
advancing the business of the Company and to adhere to any and all of the
employment policies of the Company.


 


2.             In
consideration for your services and other agreements hereunder, during your
employment the Company shall (a) pay you a base salary of $600,000 per year
(prorated for periods of less than a full year) in regular installments in
accordance with the Company’s payroll practice for salaried employees, (b)
provide you with medical, dental and disability coverage, if any, and 401(k)
Plan, life insurance and other benefit plan eligibility, if any, comparable to
that regularly provided to other senior management in accordance with the
Company’s policies, (c) provide you with 4 weeks vacation per year in
accordance with the Company’s policies (prorated for periods of less than a
full year), and (d), provide you with the opportunity to earn annual
performance based bonuses in amounts determined by and on the basis of
satisfaction of such performance goals as are established by the Compensation Committee
of the Board of Directors of the Company under the Company’s 1999 Long Term
Incentive Plan (or any similar or successor plan) within 90 days of the
commencement of the applicable calendar year period.


 


3.             You
may terminate this agreement at any time upon 60 days’ prior written
notice.  The Company may terminate this
agreement at any time upon written notice. 
This agreement shall also terminate automatically in the event you
should die or, in the reasonable determination of the Company, become unable to
perform by reason of physical or mental incompetency your obligations hereunder
for a period of 120 days in any 365 day period.  It is understood and agreed that in the event that this agreement
is terminated by the Company in accordance with the


 

















 


second sentence of this Section 3 other than for Cause (as defined
below), then subject to (i) your execution and delivery of the Company’s then
current form of separation agreement and general release applicable to
similarly situated employees and (ii) the expiration of any rescission period
provided thereby (without the rescission having been exercised), you shall, as
your sole and exclusive remedy, be entitled to (i) receive as severance your
then applicable base salary hereunder for a period of twelve months (the
“Specified Period”), payable in regular installments in accordance with the
Company’s applicable payroll practice for salaried employees and (ii) during
the Specified Period, have the Company make available to you (and/or pay COBRA
premiums on) medical and dental benefits on the same terms and conditions as
would have been made available to you had you remained employed by the Company
during such period.  Except as expressly
provided in the preceding sentence, in the event of the termination of this
agreement or your employment for any reason, the Company shall have no further
obligations to you hereunder or with respect to your employment from the
effective date of termination.  “Cause”
shall mean the occurrence of any one or more of the following events:  (i) your willful failure or gross negligence
in performance of your duties or compliance with the reasonable directions of
the CEO or the Designee that remains unremedied for a period of twenty (20)
days after the CEO or the Designee has given written notice specifying in
reasonable detail your failure to perform such duties or comply with such
directions; (ii) your failure to comply with a material employment policy of
the Company that remains unremedied for a period of twenty (20) days after the
CEO or the Designee has given written notice to you specifying in reasonable
detail your failure to comply; or (iii) your commission of (a) a felony, (b)
criminal dishonesty or (c) fraud.


 


4.             You
acknowledge that you have not relied on any representation not set forth in
this agreement.  You represent that you
are free to enter into this employment arrangement and that you are not bound
by any restrictive covenants or similar provisions restricting the performance of
your duties hereunder.


 


5.             In
the event of the termination of your employment by the Company for reasons
other than Cause, any options granted to you by the Company from time to time
after the date hereof pursuant to written option agreements shall automatically
and immediately become (i) fully vested and (ii) exercisable for the balance of
the ten year term provided by the applicable stock option agreement, subject to
the other terms of such option agreement, and


 


in the event of any Change in Control (as defined in
Option Agreement between you and the Company dated October 10, 2002):


 


(a)           any
options that have been or may be granted to you by the Company from time to
time after the date hereof pursuant to written option agreements, shall
automatically and immediately become (i) fully vested and (ii) exercisable for
the balance of the ten year term provided by the applicable stock option
agreement, subject to the other terms of such option agreement; and


 


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(b)           the
shares of Company Common Stock covered by any written stock bonus agreements
between you and the Company shall automatically and immediately become fully
vested,


 


subject in each case of (a) and (b) to the provisions of Section 6
below.


 


6.             Notwithstanding
anything in Section 5 to the contrary, you shall in no event be entitled
to any payment or acceleration of options or shares of Company common stock
that would cause any portion of the amount received by you to constitute an
“excess parachute payment” as defined under Section 280G of the Internal
Revenue Code of 1986, as amended (the “Code”). 
In furtherance of the provisions of this Section 6, the following
provisions shall apply:


 


(1)           Anything
in this agreement to the contrary notwithstanding, in the event that any
payment or acceleration of options or shares of Company common stock by the
Company to or for your benefit (collectively, a “Payment”) would be
nondeductible by the Company for federal income tax purposes because of Section
280G of the Code, then the aggregate present value of amounts payable or
distributable to or for your benefit pursuant to this agreement or any option
or stock bonus agreement shall be reduced to the Reduced Amount (as defined
below).  Any such reduction shall be
accomplished first by reducing the number of options to acquire Company common
stock and shares of Company Common Stock covered by stock bonus agreements
which otherwise would have immediately vested in full, as determined in the
reasonable discretion of the Board of Directors of the Company (the “Board”),
provided that any options and shares of Company Common Stock so reduced shall
continue to vest in accordance with the terms of the applicable agreements
irrespective of your continued employment or, if earlier, the date or dates on
which such options or shares can vest without being deemed nondeductible, as
determined in the reasonable discretion of the Board, and second, if necessary,
by reducing cash payments constituting part of the payments or other
consideration to which you become entitled (collectively, such cash payments,
other consideration and the aggregate present value of the immediate vesting of
options (calculated in accordance with Section 280G of the Code and any
regulations promulgated thereunder) are referred to as the “Severance Amount”).


 


(2)           The
“Reduced Amount” shall be the amount, expressed in present value, which
maximizes the aggregate present value of the Severance Amount without causing
any Payment to be nondeductible by the Company because of Section 280G of the
Code.  For purposes of this clause (2),
present value shall be determined in accordance with Section 280(d)(4) of the
Code.


 


(3)           All
determinations required to be made under this Section 6 shall be made by the
Company’s independent public accountants (the “Accounting Firm”) which shall
provide detailed supporting calculations to the Company and you.  Any such determination by the Accounting
Firm shall be binding upon the Company and you.


 


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(4)           It
is possible that as a result of the uncertainty in the application of Section
280G of the Code at the time of the initial determination by the Accounting
Firm, a portion of the Severance Amount will have been made by the Company
which should not have been made (“Overpayment”) or that an amount in addition
to the Severance Payment which will not have been made could have been made
(“Underpayment”), in each case, consistent with the calculations required to be
made hereunder.


 


(x)            Overpayment.  In the event that the Accounting Firm, based
upon the assertion of a deficiency by the Internal Revenue Service against you
which the Accounting Firm believes has a high probability of success,
determines that an Overpayment has been made, any such Overpayment paid or
distributed by the Company to or for your benefit shall be treated for all
purposes as a loan ab initio (from the beginning) to you which you shall repay
to the Company together with interest at the applicable federal rate provided
for in Section 1274(d) of the Code.


 


(y)           Underpayment.  If precedent or other substantial authority
indicates that an Underpayment has occurred, any such Underpayment shall be
promptly paid by the Company to or for your benefit together with interest at
the applicable federal rate provided for in Section 1274(d) of the Code.


 


7.             Each
of you and WMP Consulting LLC, a Connecticut LLC (“Consultant”), hereby agree
that all tangible and intangible material and work product delivered by
Consultant and/or you as part of or in connection with the consulting services
provided by Consultant and/or you to the Company and/or its affiliates
(including but not limited to all such material and work product delivered
prior to the date hereof) (including any source code and object code)
(collectively, the “Deliverables”) is the property of the Company.  Consultant and you each agree that all
right, title and interest (including without limitation copyright, patent and
trade secret rights) in and to the Deliverables or any aspect thereof
(including without limitation any and all technical information,
specifications, drawings, diagrams, records, screen layouts and look and feel)
shall belong exclusively to the Company. 
The parties agree that the Deliverables, insofar as they constitute
works of authorship or contributions to works of authorship, shall be deemed
works specially ordered and commissioned by the Company and “works made for
hire” under the United States copyright laws (17 U.S.C. §§ 101 et seq.).  If for any reason the Deliverables, or any
part of them, cannot as a matter of law constitute “works made for hire” under
the United States copyright laws, Consultant and you each hereby assign and
agree to assign the entire copyright therein (and all rights comprising said
copyright) to the Company.  Independent
of the preceding sentence, Consultant and you each assign and agree to assign
all other intellectual property rights, including without limitation patent and
trade secret rights, and all right, title and interest in and to the
Deliverables, or any aspect thereof, to the Company.  Consultant and you


 


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each hereby agree to execute, upon request by the Company, any and all
additional documents, including assignments, necessary to effectuate the intent
of the preceding sentences of this Section 7 or to confirm or register the
Company’s rights in the Deliverables. 
The Deliverables, or the content thereof, shall not be used, sold,
licensed or disclosed by Consultant or you under any circumstances.


 


8.             All
notices, demands or other communications to be given or delivered under or by
reason of 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
case of notice to the Company, to the attention of the CEO at the address set
forth on the first page of this agreement (with a copy to Myron Olesnyckyj,
Monster Worldwide, Inc., 622 Third Avenue, 39th Floor, New York, NY 10017) and
in the case of notices to you to your office or residence address, 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.


 


9.             You
may not assign or delegate this agreement or any of your rights or obligations
hereunder without the prior written consent of the Company.  All references in this agreement to practices
or policies of the Company are references to such practices or policies as may
be in effect from time to time.


 


10.           This
agreement (i) constitutes the entire agreement between the parties with respect
to the subject matter hereof and supersedes any previous arrangements relating
thereto, as well as any previous arrangements relating to employment between
you and any of the Company’s affiliates, including but not limited to any
consulting arrangement and the employment agreement between you and the Company
dated as of October 10, 2002, (ii) may be signed in counterparts, (iii) shall
be governed by the laws of the state of New York (other than the conflicts of
laws provisions thereof) and (iv) may not be amended, terminated, extended or
waived orally.  Please understand that
while it is our hope that our relationship will be a long one, your employment
will be on at “at will” basis.  Nothing
in this letter should be construed as creating any other type of employment
relationship.


 


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Please sign the additional originally executed copy of
this letter in the space provided for your signature below to indicate your
acceptance and agreement with the terms of this letter agreement and return one
fully executed original to me.


 


	
   

  	
  Very truly yours,

  
	
   

  	
   

  
	
   

  	
  MONSTER WORLDWIDE, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Andrew J. McKelvey

  
	
   

  	
  Name:

  	
  Andrew J. McKelvey

  
	
   

  	
  Title:

  	
  CEO

  
	
   

  	
   

  	
   

  
	
  Accepted and agreed:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  /s/ William
  Pastore

  	
   

  	
   

  	
   

  
	
  William Pastore

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  As to Section 7 only:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  WMP Consulting LLC

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  /s/ William
  Pastore

  	
   

  	
   

  	
   

  
	
  By:  William
  Pastore

  	
   

  	
   

  
	
  Name: 
  William Pastore

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  
					



 


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