Filed by Bowne Pure Compliance





Exhibit 10.1




MONSTER WORLDWIDE, INC.




AMENDED AND RESTATED EXECUTIVE INCENTIVE PLAN




1. PURPOSE OF THE PLAN.




The purpose of the Monster Worldwide, Inc. Amended and Restated 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 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.


 


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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 to such
Participant by the Company in cash or in common stock of the Company (or any combination thereof),
as determined in the discretion of the Company’s management (provided that the form of such
payment, as elected by management, shall be subject to Committee approval).



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.


 


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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 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 “Board”), 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, 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. RECOUPMENT.




If (i) any incentive compensation bonus is paid pursuant to the Plan on the basis of financial
results achieved by the Company, (ii) the Company is subsequently required to restate its financial
statements resulting in the financial results being reduced such that the incentive compensation
bonus would not have been paid (or would have been smaller in amount), and (iii) the Participant
receiving such incentive compensation bonus had actual knowledge of the circumstances requiring the
restatement, then such Participant may have the incentive compensation bonus reduced to the amount,
if any, that in the Committee’s sole judgment, would have been earned on the basis of the revised
financial statements. The Committee may require the Participant receiving the incentive
compensation bonus, as a condition to the receipt of the incentive compensation bonus, to agree
that the incentive compensation bonus may be reduced pursuant to this Section 9, and the Company
shall be entitled to seek recovery from the Participant, as it deems appropriate under the
circumstances, in the best interest of the Company and as permitted by law.



10. 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.



11. EFFECTIVE DATE.




The Plan originally became effective March 25, 2008 and was amended and restated effective as
of March 25, 2008.




 


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