Exhibit 10.2


 


 


 


December 14, 2005


 


 


Brad Baker


 


 


Dear Brad,


 


This will confirm our understanding regarding any termination of your
employment with Monster Worldwide, Inc. (“MNST” or the “Company”) and certain
other matters.


 


1. SEVERANCE.  If your employment
with MNST is terminated by MNST for any reason other than Cause (defined
below), then subject to the terms hereof you shall be entitled to (i) receive
severance equal to one year’s salary, payable in regular installments over
twelve months in accordance with the Company’s general payroll practices for
salaried employees, and (ii) through the date which is twelve months after the
last day of your employment make available to you (and/or pay COBRA premiums
on) medical and dental benefits on the same terms and conditions (including
contribution terms) as would have been made available to you had you remained
employed by MNST during such period. It is understood that all of the foregoing
obligations are expressly conditioned on your signing, delivering and not
exercising any right to revoke a separation agreement and general release in
MNST’s then standard format.  “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
your supervisor (the “Supervisor”) that remains unremedied for a period of
twenty (20) days after the Supervisor 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
MNST or any other material obligation to the Company that remains unremedied
for a period of twenty (20) days after the Supervisor 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, (c) any crime involving
moral turpitude or (d) fraud.  All
severance payments shall be reduced by applicable withholding taxes, payroll
deductions and amounts required by law to be withheld. The Company may
accelerate the timing of any severance payment payable to you under this
agreement in the event the Company determines that such acceleration would
minimize or eliminate the risk that any payment to you hereunder would be
deemed to violate Section 409A of the Internal Revenue Code, as it may be
amended from time to time.


 


2. OPTIONS.  In the event of the
termination of your employment by MNST for reasons other than Cause, any
options to purchase Company Common Stock which may be granted to you by MNST
from time to time after the date of this agreement pursuant to written stock
option agreements which have not theretofore expired or been terminated, 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.


 


3.  CHANGE IN CONTROL. In the
event of any “Change in Control,” any (x) options to purchase Company Common
Stock which have or may be granted to you by the Company from time to time
pursuant to written option agreements which have not theretofore expired or
been terminated (including but not limited to any remaining options under
option agreements between you and the Company dated February 22, 2002, May 6,
2002, April 10, 2003, October 1, 2003, February 9, 2004 and December 28, 2004
(as certain of the foregoing may have been modified by the May 4, 2005 action
of the Compensation Committee of the Company’s Board of Directors)), and (y)
shares of restricted stock which may be granted


 


 


 





















 


to you by the Company from time to time after the date hereof pursuant
to a written stock bonus agreement, shall automatically and immediately become
fully vested and exercisable. It is understood and agreed that the first
sentence of this Section 3 is not intended to cover nor imply the terms and
conditions of any long term equity plan for senior executive officers which may
be instituted by the Company, including but not limited to the effect of any
Change in Control on any interests you may from time to time have under any
such plan, it being understood that in the event any such plan is in fact
instituted, the complete terms and conditions thereof shall be set forth in a
separate document and that this agreement shall have no impact nor bearing on
any such terms and conditions. For purposes hereof, the term “Change in Control”
shall be deemed to occur if (1) there shall be consummated (A) any
consolidation, merger or reorganization involving the Company, unless such
consolidation, merger or reorganization is a “Non-Control Transaction” (as
defined below) or (B) any sale, lease, exchange or other transfer (in one
transaction or a series of related transactions) of all, or substantially all,
of the assets of the Company, or (2) the stockholders of the Company shall
approve any plan or proposal for liquidation or dissolution of the Company, or
(3) any person (as such term is used in Section 13(d) and 14(d)(2) of the
Securities Exchange Act of 1934, as amended (the “Exchange Act”)), shall become
the beneficial owner (within the meaning of Rule 13d-3 under the Exchange Act)
of more than 50% of the combined voting power of the Company’s then outstanding
voting securities other than (a) a person who owns or owned shares of Class B
Common Stock of the Company, (b) pursuant to a plan or arrangement entered into
by such person and the Company, or (c) pursuant to receipt of such shares from
a stockholder of the Company pursuant to such stockholder’s will or the laws of
descent and distribution.  A “Non-Control
Transaction” shall mean a consolidation, merger or reorganization of the
Company where (1) the stockholders of the Company immediately before such
consolidation, merger or reorganization own, directly or indirectly, at least a
majority of the combined voting power of the outstanding voting securities of
the corporation resulting from such consolidation, merger or reorganization
(the “Surviving Corporation”), (2) the individuals who were members of the
Board of the Company immediately prior to the execution of the agreement
providing for such consolidation, merger or reorganization constitute at least
50% of the members of the Board of Directors of the Surviving Corporation, or a
corporation directly or indirectly beneficially owning a majority of the voting
securities of the Surviving Corporation and (3) no person (other than (a) the
Company, (b) any subsidiary of the Company, (c) any employee benefit plan (or
any trust forming a part thereof) maintained by the Company, the Surviving
Corporation or any subsidiary, or (d) any person who, immediately prior to such
consolidation, merger or reorganization, beneficially owned  more than 50% of the combined voting power of
the Company’s then outstanding voting securities) beneficially owns more than
50% of the combined voting power of the Surviving Corporation’s then
outstanding voting securities.


 


4. GROSS-UP.


 


(a)           Anything in this
agreement to the contrary notwithstanding, in the event it shall be determined
that any payment or distribution by the Company to or for the benefit of you
(whether paid or payable or distributed or distributable pursuant to the terms
of this agreement or otherwise, but determined without regard to any additional
payments required under this Section 4) (a “Company Payment”) would be subject
to the excise tax imposed by Section 4999 of the Internal Revenue Code of 1986,
as amended (the “Code”), or any interest or penalties are incurred by you with
respect to such excise tax (such excise tax, together with any such interest
and penalties, are hereinafter collectively referred to as the “Excise Tax”),
then you shall be entitled to receive an additional payment (a “Gross-Up Payment”)
in an amount such that after payment by you of all taxes (including any
interest or penalties imposed with respect to such taxes), including, without
limitation, any income taxes (and any interest and penalties imposed with
respect thereto) and Excise Tax imposed upon the Gross-Up Payment, you retain
an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the
Company Payments.


 


(b)           For purposes of
determining whether any of the Company Payments and Gross-Up Payments
(collectively the “Total Payments”) will be subject to the Excise Tax and the
amount of such Excise Tax, (i) the Total Payments shall be treated as “parachute
payments” within the meaning of Section 280G(b)(2) of the Code, and all “parachute
payments” in excess of the “base amount” (as defined under Code Section
280G(b)(3) of the Code) shall be treated as subject to the Excise Tax, unless
and except to the extent that, in the opinion of the Company’s independent
certified public accountants appointed prior to any change in ownership (as
defined under Code Section 280G(b)(2)) or tax counsel selected by such
accountants (the


 


 


 





















 


“Accountants”) such Total Payments (in whole or in part) either do not
constitute “parachute payments,” represent reasonable compensation for services
actually rendered within the meaning of Section 280G(b)(4) of the Code in
excess of the “base amount” or are otherwise not subject to the Excise Tax, and
(ii) the value of any non-cash benefits or any deferred payment or benefit
shall be determined by the Accountants in accordance with the principles of
Section 280G of the Code.


 


(c)           For purposes of
determining the amount of the Gross-Up Payment, you shall be deemed to pay U.S.
federal income taxes at the highest marginal rate of U.S. federal income
taxation in the calendar year in which the Gross-Up Payment is to be made and
state and local income taxes at the highest marginal rate of taxation in the
state and locality of your residence for the calendar year in which the Company
Payment is to be made, net of the maximum reduction in U.S. federal income
taxes which could be obtained from deduction of such state and local taxes if
paid in such year. In the event that the Excise Tax is later determined by the
Accountant or the Internal Revenue Service to exceed the amount taken into
account hereunder at the time the Gross-Up Payment is made (including by reason
of any payment the existence or amount of which cannot be determined at the
time of the Gross-Up Payment), the Company shall make an additional Gross-Up Payment
in respect of such excess (plus any interest or penalties payable with respect
to such excess) at the time that the amount of such excess is finally
determined.


 


(d)           The Gross-Up Payment
or portion thereof provided for in subsection (c) above shall be paid not later
than the thirtieth day following an event occurring which subjects you to the
Excise Tax; provided, however, that if the amount of such Gross-Up Payment or
portion thereof cannot be finally determined on or before such day, the Company
shall pay to you on such day an estimate, as determined in good faith by the
Accountant, of the minimum amount of such payments and shall pay the remainder
of such payments (together with interest at the rate provided in Section
1274(b)(2)(B) of the Code), subject to further payments pursuant to subsection
(c) hereof, as soon as the amount thereof can reasonably be determined, but in
no event later than the ninetieth day after the occurrence of the event
subjecting you to the Excise Tax.


 


(e)           If any controversy
arises between you and the Internal Revenue Service or any state or local
taxing authority (a “Taxing Authority”) with respect to the treatment on any
return of the Gross-Up Payment, or of any Company Payment, or with respect to
any return which a Taxing Authority asserts should show an Excise Tax,
including, without limitation, any audit, protest to an appeals authority of a
Taxing Authority or litigation (“Controversy”), (i) the Company shall have the
right to participate with you in the handling of such Controversy, (ii) the
Company shall have the right, solely with respect to a Controversy, to direct
you to protest or contest any proposed adjustment or deficiency, initiate an
appeals procedure within any Taxing Authority, commence any judicial proceeding,
make any settlement agreement, or file a claim for refund of tax, and (iii) you
shall not take any of such steps without the prior written approval of the
Company, which the Company shall not unreasonably withhold. If the Company so
elects, you shall be represented in any Controversy by attorneys, accountants,
and other advisors selected by the Company, and the Company shall pay the fees,
costs and expenses of such attorneys, accountants, or advisors, and any tax
liability you may incur as a result of such payment. You shall promptly notify
the Company of any communication with a Taxing Authority, and you shall
promptly furnish to the Company copies of any written correspondence, notices,
or documents received from a Taxing Authority relating to a Controversy. You
shall cooperate fully with the Company in the handling of any Controversy by
furnishing the Company any information or documentation relating to or bearing
upon the Controversy; provided, however, that you shall not be obligated to
furnish to the Company copies of any portion of your tax returns which do not
bear upon, and are not affected by, the Controversy.


 


(f)            You shall pay over
to the Company, with ten (10) days after receipt thereof, any refund you
receive from any Taxing Authority of all or any portion of the Gross-Up Payment
or Excise Tax, together with any interest you receive from such Taxing
Authority on such refund. For purposes of this Section 4, a reduction in your
tax liability attributable to the previous payment of the Gross-Up Payment or
the Excise Tax shall be deemed to be a refund. If you would have received a
refund of all or any portion of the Gross-Up Payment or the Excise Tax, except
that a Taxing Authority offset the amount of such refund against other tax
liabilities, interest, or penalties, you shall pay the amount of such offset
over to the Company, together with the amount of interest you would have
received from the Taxing Authority if such offset had


 


 


 





















been an actual refund, within ten (10) days after receipt of notice
from the Taxing Authority of such offset.


 


5. GENERAL.  This agreement (i)
constitutes the entire agreement between the parties with respect to the
subject matter hereof and supersedes any previous arrangements or letters
relating thereto, (ii) may be signed in counterparts, (iii) shall be governed
by the laws of the Commonwealth of Massachusetts (other than the conflicts of
laws provisions thereof) and (iv) may not amended, terminated or waived
orally.  Please understand that while it
is our hope that our relationship will be a long one, your employment will be
on an “at will” basis.  Nothing in this
letter should be construed as creating any other type of employment
relationship.


Please sign and return an enclosed copy of this letter to me.


 


 


	
   

  	
   

  	
  Sincerely,

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Monster Worldwide, Inc.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
  /s/ Myron Olesnyckyj

  
	
   

  	
   

  	
  Name:

  	
   

  	
  Myron Olesnyckyj

  
	
   

  	
   

  	
  Title:

  	
   

  	
  Senior Vice President

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Accepted and Agreed:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  /s/ Brad Baker

  	
   

  	
   

  	
   

  	
   

  
	
  Brad Baker

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Dated:

  	
  12/16/05