Exhibit 10.1


EMPLOYMENT
AGREEMENT


THIS AGREEMENT, effective as of June 7, 2007 (the “Effective
Date”), is made by and between Monster Worldwide, Inc., a Delaware corporation
(the “Company”), and Timothy T. Yates (the “Executive”).


RECITALS:


A.            The Company desires to employ the Executive as its
Executive Vice President — Chief Financial Officer; and


B.            The Executive desires to commit himself to serve the
Company on the terms herein provided.


NOW, THEREFORE, in consideration of the foregoing and
of the respective covenants and agreements set forth below, the parties hereto
agree as follows:


1.             Certain Definitions.


(a)           “Affiliate” shall mean, with respect
to any Person, any other Person directly or indirectly, through one or more
intermediaries, controlling, controlled by, or under common control with, such
Person.  For purposes of this Section
1(a), “control” shall have the meaning given such term under Rule 405 of the
Securities Act of 1933, as amended.


(b)           “Annual Base Salary” shall have the
meaning set forth in Section 5(a).


(c)           “Board” shall mean the Board of
Directors of the Company.


(d)           “Bonus” shall have the meaning set
forth in Section 5(b).


(e)           The Company shall have “Cause” to
terminate the Executive’s employment upon:


(i)            the Executive’s willful misconduct
or gross negligence in the performance of his duties hereunder, or his willful
failure to attempt in good faith to carry out, or comply with, in any material
respect any lawful and reasonable written directive of the Board or the Chief
Executive Officer or the Executive’s willful material violation of the Company’s
statement of corporate policy and code of conduct at any time after such
statement and code have been adopted by the Board and have been set forth in
writing and delivered to the Executive;


(ii)           the Executive’s unlawful use
(including being under the influence) of illegal drugs on the Company’s
premises or while performing the Executive’s duties and responsibilities;













 


(iii)          the Executive’s failure or refusal to
reasonably cooperate with any governmental/regulatory authority having
jurisdiction over the Executive and the Company;


(iv)          the Executive’s material breach of
this Agreement;


(v)           the Executive’s intentional
commission at any time in the performance of his duties hereunder of any act of
fraud, embezzlement, misappropriation of Company property, moral turpitude or
breach of fiduciary duty against the Company that has a material adverse effect
on the Company; or


(vi)          the Executive’s commission of a
felony, other than as a result of vicarious liability or as a result of a
traffic violation.


No termination of the Executive’s employment hereunder
by the Company for Cause shall be effective as a termination for Cause unless
the provisions of this paragraph shall first have been complied with.  The Executive shall be given written notice
by the Board, with such notice stating in reasonable detail the particular
circumstances that constitute the grounds on which the proposed termination for
Cause is based.  The Executive shall have
thirty (30) days after receipt of such notice to fully cure such alleged
violation.  If he fails to cure such
alleged violation within such thirty (30)-day period, the Executive shall then
be entitled to a hearing in person (together with counsel) before the full
Board.  If after such hearing, the Board
gives written notice to the Executive confirming that a majority of the members
of the full Board voted after the hearing to terminate him for Cause, the
Executive’s employment shall thereupon be terminated for Cause.  For purposes hereof, no act or omission shall
be deemed to be “willful” if such act or omission was taken (or omitted) in the
good faith belief that such is in the best interests of, or not opposed to the
best interests of, the Company or if such act or omission resulted from the
Executive’s physical or mental incapacity.


(f)            “Change in Control” shall occur
when:


(i)            A Person (which term, when used in
this Section 1(f), shall not include the Company, any underwriter temporarily
holding securities pursuant to an offering of such securities, any trustee or
other fiduciary holding securities under an employee benefit plan of the
Company, any Company owned, directly or indirectly, by the stockholders of the
Company in substantially the same proportions as their ownership of Voting
Stock of the Company or Andrew McKelvey or his Affiliates; provided, however,
if Andrew McKelvey or his Affiliates becomes part of a “group” then such group
may be included in the definition of Person in this subparagraph) is or
becomes, without the prior consent of a majority of the Continuing Directors,
the beneficial owner (as defined in Rule 13d-3 promulgated under the Securities
Exchange Act of 1934, as amended), directly or indirectly, of Voting Stock
representing twenty-five percent (25%) (or, even with such prior consent, forty
percent (40%)) or more of the combined voting power for election of directors
of the Company’s then outstanding securities; or



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(ii)           The Company consummates a
reorganization, merger or consolidation of the Company (which prior to the date
of such consummation has been approved by the Company’s stockholders) or the
Company sells, or otherwise disposes of, all or substantially all of the
Company’s property and assets (other than a reorganization, merger, consolidation
or sale which would result in all or substantially all of the beneficial owners
of the Voting Stock of the Company outstanding immediately prior thereto
continuing to beneficially own, directly or indirectly (either by remaining
outstanding or by being converted into voting securities of the resulting
entity), more than fifty percent (50%) of the combined voting power of the
voting securities of the Company or such entity resulting from the transaction
(including, without limitation, an entity which as a result of such transaction
owns the Company or all substantially all of the Company’s property or assets,
directly or indirectly) outstanding immediately after such transaction in
substantially the same proportions relative to each other as their ownership
immediately prior to such transaction), or the Company’s stockholders approve a
liquidation or dissolution of the Company; or


(iii)          The individuals who are Continuing
Directors of the Company (as defined below) cease for any reason to constitute
at least a majority of the Board.


(g)           “Code” shall mean the Internal
Revenue Code of 1986, as amended.


(h)           “Committee” shall mean the
Compensation/Stock Option Committee of the Board.


(i)            “Common Stock” shall mean the $.01
par value common stock of the Company.


(j)            “Company” shall, except as otherwise
provided in Section 9, have the meaning set forth in the preamble hereto.


(k)           “Competitive Business” shall mean at
any time during the Term and during the 12-month period immediately following
the Date of Termination, any entity (which term “entity” shall for purposes of
this Section 1(k) include any subsidiaries, parent entities or other Affiliates
thereof) that, as of the Date of Termination, competes with any of the
businesses of the Company.


(l)            “Continuing Director” means (i) any
member of the Board immediately following the election of directors at the
Company’s 2006 annual meeting of stockholders or (ii) any person who
subsequently becomes a member of the Board who was elected by a majority of
Continuing Directors or whose appointment, election or nomination for election
to the Board is recommended by a majority of the Continuing Directors (which
person shall thereby become a “Continuing Director”).


(m)          “Date of Termination” shall mean (i)
if the Executive’s employment is terminated by his death, the date of his
death; (ii) if the Executive’s employment is terminated as a result of
Disability, the date provided in Section 6(a)(ii); and (iii) if the Executive’s




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employment is terminated pursuant to Sections 6(a)(iii)
— (vii), the date specified in the Notice of Termination (or if no such date is
specified, the last day of the Executive’s active employment with the Company),
in each case provided in accordance with this Agreement.


(n)           “Disability” shall mean any mental or
physical illness, condition, disability or incapacity which:


(i)            Prevents the Executive from
discharging substantially all of his essential job responsibilities and
employment duties with or without reasonable accommodation; and


(ii)           Has prevented the Executive from so
discharging his duties for any 120 days in any 365-day period.


A Disability shall be deemed to have occurred on the
121st day in any such 365-day period.


(o)           “Equity Incentive Plan” means the
Company’s 1999 Long-Term Incentive Plan, as amended from time to time (or any
other equity based compensation plan or agreement that may be adopted or
entered into by the Company from time to time).


(p)           “Executive” shall have the meaning
set forth in the preamble hereto.


(q)           The Executive shall have “Good Reason”
to resign his employment upon the occurrence of any of the following without
the Executive’s prior written consent:


(i)            failure of the Company to continue
the Executive in the position of, and with the titles of, Executive Vice President
— Chief Financial Officer;


(ii)           a material diminution or undue
dilution in the nature or scope of the Executive’s employment responsibilities,
duties or authority, a material interference with the discharge of the
Executive’s responsibilities, duties or authority or the assignment to the
Executive of duties or responsibilities that are materially and adversely
inconsistent with his then position;


(iii)          failure of the Executive to be elected
to the Board at any annual meeting of the Company’s stockholders that occurs
during the Term (unless the Executive is prohibited from serving as a member of
the Board by any applicable law, rule or regulation (including without
limitation any rule promulgated by any national securities exchange on which
the Company’s shares are listed));


(iv)          relocation of the Company’s executive
offices more than 35 miles from New York City, or any requirement that the
Executive relocate from his residence from the place existing on the Effective
Date;



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(v)           failure of the Company to timely make
any material payment or provide any material benefit under this Agreement, or
the Company’s reduction of any compensation or equity or any material reduction
of any benefits that the Executive is eligible to receive under this Agreement;
or


(vi)          the Company’s material breach of this
Agreement; provided, however, that notwithstanding the foregoing the Executive
may not resign his employment for Good Reason unless: (x) the Executive
provides the Company with at least 30 days prior written notice of his intent
to resign for Good Reason (which notice is provided not later than the 90th day
following the date on which the Executive becomes aware of the occurrence of
the event constituting Good Reason), and (y) the Company does not remedy the
alleged violation(s) within such 30-day period; and, provided, further, that
notwithstanding the foregoing if the Executive is suspended pursuant to Section
6(b), such suspension (and any corresponding diminution of the Executive’s
title, duties or compensation, or other change to the Executive’s employment
arrangements described hereunder) shall not, in and of itself, give the
Executive Good Reason to resign his employment.


(r)            “Intellectual Property” shall have
the meaning set forth in Section 9(f).


(s)           “Non-Compete Term” shall have the
meaning set forth in Section 9(a).


(t)            “Notice of Termination” shall have
the meaning set forth in Section 6(b).


(u)           “Option” shall mean an option to
purchase Common Stock pursuant to the Equity Incentive Plan, as amended from
time to time (or any other equity based compensation plan or agreement that may
be adopted or entered into by the Company from time to time).


(v)           “Person” shall mean an individual,
partnership, corporation, business trust, limited liability company, joint
stock company, trust, unincorporated association, joint venture, governmental
authority or other entity of whatever nature.


(w)          “Pro-Rata Bonus” shall have the
meaning set forth in Section 7(d).


(x)            “Release” shall have the meaning set
forth in Section 7(b).


(y)           “Restricted Stock” shall mean a share
or shares of Common Stock granted to the Executive pursuant to the Equity
Incentive Plan, as amended from time to time (or any other equity based
compensation plan or agreement that may be adopted or entered into by the
Company from time to time).


(z)            “Term” shall have the meaning set
forth in Section 2.


(aa)         “Voting Stock” means all capital stock
of the Company which by its terms may be voted on all matters submitted to
stockholders of the Company generally.



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2.             Employment.  Subject to Section 6, the Company shall
employ the Executive and the Executive shall continue in the employ of the
Company, for the period set forth in this Section 2, in the positions set forth
in the first sentence of Section 3 and upon the other terms and conditions
herein provided.  The term of employment
under this Agreement (the “Term”) shall be for the period beginning on the
Effective Date and ending on June 7, 2011 unless earlier terminated as provided
in Section 6.  The Initial Term shall
automatically be extended for successive one-year periods (each, an “Extension
Term”) unless either party hereto gives written notice of non-extension to the
other party no later than 90 days prior to the scheduled expiration of the
Initial Term or the then applicable Extension Term (the Initial Term and any
Extension Term shall be collectively referred to hereunder as the “Term”).


3.             Position and Duties.  The Executive shall serve as Executive Vice
President — Chief Financial Officer of the Company, with such duties and
responsibilities with respect to the Company and its Affiliates as the Company’s
Chief Executive Officer (“CEO”) or Board of Directors (the “Board”) shall
reasonably direct.  The Executive shall
devote substantially all of his business time, attention and efforts, toward
the performance of his duties under this Agreement.  During the Term, the Company shall nominate
the Executive for a seat on the Board, and upon the expiration of each of the
Executive’s terms as a director (or, in the event that the Executive is not
elected to the Board at any annual meeting of the Company’s stockholders, at
not less than one annual meeting following the first annual meeting at which he
in not elected).  The Executive shall
devote substantially all of his business time, attention and efforts, toward
the performance of his duties under this Agreement.  Notwithstanding the foregoing, the Executive
may manage his personal investments, be involved in charitable and professional
activities (including serving on charitable and professional boards), and, with
the consent of the Board, serve on not more than two boards of directors and
advisory committees of public companies (including service on the Board of the
Company), so long as such service does not materially interfere with the
performance of the Executive’s duties hereunder or violate Section 9
hereof.  The boards listed on Exhibit
A attached hereto  that the
Executive serves on as of the Effective Date shall be deemed to be continued as
approved.


4.             Place of Performance.  In connection with his employment during the
Term, the Executive shall be based at the Company’s offices in New York City,
except for necessary travel on the Company’s business.



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5.             Compensation
and Related Matters.


(a)           Annual Base Salary.  At the commencement of the Term, the
Executive shall receive a base salary at a rate of $500,000 per annum (the “Annual
Base Salary”), paid in accordance with the Company’s general payroll practices
for executives, but no less frequently than monthly.  The CEO, Board and the Committee may in their
sole discretion review the rate of Annual Base Salary payable to the Executive
in effect from time to time, and may, in their sole discretion, increase (but
not decrease) the rate of Annual Base Salary payable hereunder; provided,
however, that any increased rate shall thereafter be the rate of “Annual Base
Salary” hereunder.


(b)           Bonus.  With respect to 2007 and each subsequent
fiscal year during the Term (or portion thereof), the Executive shall be
eligible to receive a bonus (the “Bonus”), as determined pursuant to the
Company’s 1999 Long Term Incentive Plan (or any similar or successor plan)
(collectively, the “Bonus Plan”), and on the basis of the Executive’s or the
Company’s attainment of objective financial or other operating criteria
established by the Committee in its sole good faith discretion and in
consultation with the Executive.  The
Bonus for each fiscal year shall be paid to the Executive no later than 90 days
following the completion of such fiscal year. 
In addition, the Executive shall be eligible to participate in any other
bonus or compensation plan or program that may be established by the Committee
and that covers the Executive (even if such plan or program does not provide
for qualified performance-based bonuses within the meaning of Code Section
162(m)), at a level commensurate with the Executive’s position.


(c)           Equity Awards.


(i)            As soon as practicable after
execution of this Agreement, the Executive shall be awarded 100,000 shares of
Restricted Stock in accordance with the terms of the Equity Incentive Plan,
subject to such vesting of one-fourth (1/4) thereof on each of the first
anniversary of the Effective Date and each of the three anniversaries
thereafter.


(ii)           For each year during the Term after
2007, the Executive shall be eligible to be granted Restricted Stock, Options
and/or other equity compensation awards at such time(s) and in such amount(s)
as may be determined by the Committee in its sole discretion, at a level
commensurate with the Executive’s position. 
For the avoidance of doubt, the Committee shall have complete and sole
discretion as to whether to grant awards (if any) under this Section 5(c)(ii).


(iii)          Notwithstanding any provision to the
contrary herein or in any Restricted Stock, Option or other equity award
agreement, effective immediately prior to the occurrence of a Change in
Control, all Restricted Stock, Options and other equity compensation awards
then held by the Executive shall become fully vested and exercisable for the
balance of their respective terms with respect to all shares subject thereto,
and effective immediately upon a termination of the Executive’s employment
hereunder by the Company without Cause (pursuant to Section 6(a)(v)) or by the
Executive for Good Reason (pursuant to Section 6(a)(iv)), the grant 



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of 100,000 shares of Restricted Stock made on the date
of this Agreement shall become fully vested and exercisable for the balance of
its term with respect to all shares subject thereto.


(d)           Benefits.  The Executive (and his eligible dependents)
shall be entitled to receive such benefits (including, without limitation,
fringe benefits and perquisites) and to participate in such employee benefit
plans, including life, health and disability insurance policies and the Company’s
Code Section 401(k) pension plan, as are generally provided by the Company to
its senior executives in accordance with the terms of such plans, practices and
programs of the Company, at a level commensurate with the Executive’s position.


(e)           Expenses.  The Company shall reimburse the Executive for
all reasonable and necessary expenses incurred by the Executive in connection
with the performance of the Executive’s duties as an employee of the
Company.  Such reimbursement is subject
to the submission to the Company by the Executive of appropriate documentation
and/or vouchers in accordance with the customary procedures of the Company for
expense reimbursement, as such procedures may be revised by the Company from
time to time and to such caps on reimbursements as the Board may from time to
time impose.


(f)            Vacations.  The Executive shall be entitled to paid
vacation in accordance with the Company’s vacation policy as in effect from
time to time.  However, in no event shall
the Executive be entitled to less than four (4) weeks vacation per annum.


6.             Termination.  The Executive’s employment hereunder may be
terminated by the Company, on the one hand, or the Executive, on the other
hand, as applicable, without any breach of this Agreement only under the
following circumstances:


(a)           Terminations.


(i)            Death.  The Executive’s employment hereunder shall
terminate upon his death.


(ii)           Disability.  In the event of the Executive’s Disability,
the Company may give the Executive written notice of its intention to terminate
the Executive’s employment while he remains so disabled.  In such event, the Executive’s employment
with the Company shall terminate effective on the 14th day after delivery of
such notice, provided that within the 14 days after such delivery, the
Executive shall not have returned to full-time performance of his duties.


(iii)          Cause.  The Board may terminate the Executive’s
employment hereunder for Cause in accordance with the terms of Section 1(e)
hereof.


(iv)          Good Reason.  The Executive may terminate his employment
for Good Reason in accordance with the terms of Section 1(q) hereof.



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(v)           Without Cause.  The Company may terminate the Executive’s
employment without Cause upon 30 days written notice to the Executive.


(vi)          Resignation without Good Reason.  The Executive may resign his employment
without Good Reason upon 60 days written notice to the Company.


(vii)         Non-Extension of Term.  The Executive’s employment shall terminate as
of the last day of the Term if either party provides notice of non-extension of
the Term to the other pursuant to Section 2.


(b)           Notice of Termination.  Any termination of the Executive’s employment
by the Company or by the Executive under this Section 6 (other than termination
pursuant to paragraph (a)(i) or (a)(vii)) shall be communicated by a written
notice to the other party hereto indicating the specific termination provision
in this Agreement relied upon, setting forth in reasonable detail any facts and
circumstances claimed to provide a basis for termination of the Executive’s
employment under the provision so indicated, and specifying a Date of
Termination in accordance with this Agreement (a “Notice of Termination”);
provided, the Company may suspend the Executive from his position with full pay
during any notice period.


(c)           Upon the occurrence of any
termination of the Executive’s employment with the Company, the Executive shall
and shall be deemed to immediately resign from any membership on the Board and
from any committees thereof (and the Executive shall promptly tender to the
Board a written resignation letter effecting the foregoing).


7.             Severance
Payments and Benefits.


(a)           Termination for any Reason.  In the event the Executive’s employment with
the Company is terminated for any reason, as soon as reasonably practicable
after such termination the Company shall pay the Executive (or his beneficiary
in the event of his death) a lump sum equal to any unpaid Annual Base Salary
that has accrued as of the Date of Termination, any unreimbursed expenses due
to the Executive, and an amount for any accrued but unused vacation days and
any earned but unpaid Bonus for any fiscal year of the Company completed prior
to the date of such termination.  The
Executive shall also be entitled to accrued, vested benefits under the Company’s
benefit plans and programs as provided therein. 
The Executive shall be entitled to the cash severance payments described
below only as set forth herein, and the provisions of this Section 7 shall
supersede in their entirety any severance payment provisions in any severance
plan, policy, program or arrangement maintained by the Company.


(b)           Terminations without Cause or for
Good Reason.  Except as otherwise
provided by Section 7(c) with respect to certain terminations of employment in
connection with a Change in Control, if the Executive’s employment shall
terminate without Cause (pursuant to Section 6(a)(v)), or for Good Reason
(pursuant to Section 6(a)(iv)), the Company shall (subject to the Executive’s
entering into a General Release with the Company in substantially the form
attached hereto as Exhibit B (the “Release”)):



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(i)            Pay to the Executive as severance an
amount equal to the Executive’s then current Annual Base Salary in equal
monthly installments during the period beginning on the Date of Termination and
ending on the first anniversary thereof; provided, however, that no amount
shall be payable on or following the date the Executive first (i) breaches any
of the covenants set forth in Sections 9(a) or 9(b) or (ii) materially breaches
any of the covenants set forth in Section 9(c) or 9(e), which is not remedied
(if remediable) within 30 days after receipt of written notice from the Company
specifying the breach;


(ii)           Continue to provide, at the Company’s
expense, the Executive (and his eligible dependents) with the medical, dental
and life insurance coverage in which he (or his eligible dependents) was
participating as of the Date of Termination (at a level then in effect with
respect to coverage and employee premiums) until the first anniversary of the
Date of Termination; and


(iii)          Pay to the Executive a Pro-Rata Bonus,
as defined in Section 7(d), when bonuses are paid for the year of termination.


(c)           Certain Terminations in connection
with a Change in Control.  If the
Executive’s employment shall terminate without Cause (pursuant to Section
6(a)(v)) or for Good Reason (pursuant to Section 6(a)(iv)) during the period
commencing six months prior to, and ending 18-months after, a Change in
Control, in any such case, the Company shall:


(i)            Pay to the Executive an amount equal
to the Executive’s then current Annual Base Salary; payable in cash in a lump
sum as soon as reasonably practicable after such termination of employment but
in no event later than five (5) business days thereafter (or, if such
termination occurs prior to the consummation of the Change in Control, as soon
as reasonably practicable after the effective date of such Change in Control);


(ii)           Continue to provide, at the Company’s
expense, the Executive (and his eligible dependents) with the medical, dental
and life insurance coverage in which he (or his dependents) was participating
as of the Date of Termination (at a level then in effect with respect to
coverage and employee premiums) until the first anniversary of the Date of
Termination; and


(iii)          Pay Executive a Pro-Rata Bonus, as
defined in Section 7(d), when bonuses are paid for the year of termination; and


(iv)          Notwithstanding any other provision of
this Agreement, the parties acknowledge and agree that Sections 7(b) and 7(c)
shall operate in the alternative and that any payments and benefits that the
Executive shall be entitled to receive pursuant to this Section 7(c) in
connection with a termination of his employment and the subsequent occurrence
of a Change in Control shall be offset by payments and benefits received by the
Executive pursuant to Section 7(b) on or prior to the effective date of such
Change in Control.



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(d)           Termination by Reason of
Disability or Death.  If the
Executive’s employment shall terminate by reason of his Disability (pursuant to
Section 6(a)(ii)) or death (pursuant to Section 6(a)(i)), then the Company
shall pay to the Executive (or Executive’s estate) when bonuses are paid for
the year of termination a pro-rated amount of the Executive’s Bonus for the
fiscal year in which the Date of Termination occurs equal to the product of (i)
the amount of the Bonus the Executive would have otherwise earned had he been
employed by the Company on the last day of the fiscal year in which the Date of
Termination occurs and (ii) the ratio of (A) the number of days elapsed during
such fiscal year prior to the Date of Termination to (B) 365 (the “Pro-Rata
Bonus”), and provide the Executive (and his eligible dependents), as
applicable, with the continued health coverage described in Section 7(b)(ii).


(e)           Survival.  The expiration or termination of the Term
shall not impair the rights or obligations of any party hereto which shall have
accrued hereunder prior to such expiration.


(f)            No Mitigation/Set-Off.  The Executive shall have no obligation to
mitigate any payments due hereunder.  Any
amounts earned by the Executive from other employment shall not offset amounts
due hereunder, except as provided in this Section 7.  The Company’s obligation to pay the Executive
the amounts provided hereunder shall not be subject to set-off, counterclaim or
recoupment of amounts owed by the Executive to the Company or its affiliates,
except (i) as provided by Section 7 and/or (ii) for any specific, stated
amounts owed by the Executive to the Company as evidenced by a writing signed
by the Executive.


8.             Parachute Payments.


(a)           If it is determined by a nationally
recognized United States public accounting firm selected by the Company and
approved in writing by the Executive (which approval shall not be unreasonably
withheld) (the “Auditors”) that any payment or benefit made or provided to the
Executive in connection with this Agreement or otherwise (including without
limitation any Option or other equity compensation award vesting)
(collectively, a “Payment”), would be subject to the excise tax imposed by
Section 4999 of the Code (the “Parachute Tax”), then the Company shall pay to
the Executive, prior to the time the Parachute Tax is payable with respect to
such Payment, an additional payment (a “Gross-Up Payment”) in an amount such
that, after payment by the Executive of all taxes (including any Parachute Tax)
imposed upon the Gross-Up Payment, the Executive retains an amount of the
Gross-Up Payment equal to the Parachute Tax imposed upon the Payment.  The amount of any Gross-Up Payment shall be
determined by the Auditors, subject to adjustment, as necessary, as a result of
any Internal Revenue Service position. 
For purposes of making the calculations required by this Agreement, the
Auditors may make reasonable assumptions and approximations concerning
applicable taxes and may rely on reasonable, good faith interpretations
concerning the application of Sections 280G and 4999 of the Code, provided that
the Auditors’ determinations must be made with substantial authority (within
the meaning of Section 6662 of the Code). 
To the extent that the Company obtains a written opinion from the Auditors
with respect to Parachute Tax issues, the Company shall direct the Auditors to
extend such opinion to the Executive (to the extent that 



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such extension is
permitted by the Auditors); provided, that in no event shall the Company be
required to obtain such an opinion.  The
applicable portion of the Gross-Up Payment with respect to any Payment, if any,
must be paid to the Executive no later than the end of the year after the year
in which the Executive pays the Parachute Tax applicable to such Payment.


(b)           The federal tax returns filed by the
Executive (and any filing made by a consolidated tax group which includes the
Company) shall be prepared and filed on a basis consistent with the
determination of the Auditors with respect to the Parachute Tax payable by the
Executive.  The Executive shall make
proper payment of the amount of any Parachute Tax based on such determination,
and at the request of the Company, provide to the Company true and correct
copies (with any amendments) of his federal income tax return as filed with the
Internal Revenue Service, and such other documents reasonably requested by the
Company, evidencing such payment, provided that any information unrelated to
the Parachute Tax may be deleted from the copies of the returns and documents
delivered to the Company.  If, after the
Company’s payment to the Executive of the Gross-Up Payment, the Auditors
determine in good faith that the amount of the Gross-Up Payment should be
reduced or increased, or a determination is made by the Internal Revenue
Service that would make the prior Gross-Up Payment amount not accurate, then
within ten business days of such determination, the Executive shall pay to the
Company the amount of any such reduction, or the Company shall pay to the
Executive the amount of any such increase; provided, however, that in no event
shall the Executive have any such refund obligation if it is determined by the
Company that to do so would be a violation of the Sarbanes-Oxley Act of 2002,
as it may be amended from time to time; and provided, further, that if the
Executive has prior thereto paid such amounts to the Internal Revenue Service,
such refund shall be due only to the extent that a refund of such amount is
received by the Executive; and provided, further, that (i) the fees and
expenses of the Auditors (and any other legal and accounting fees) incurred for
services rendered in connection with the Auditor’s determination of the
Parachute Tax or any challenge by the Internal Revenue Service or other taxing
authority relating to such determination shall be paid by the Company, and (ii)
the Company shall indemnify and hold the Executive harmless on an after-tax
basis for any interest and penalties imposed upon the Executive to the extent
that such interest and penalties are related to the Auditors’ determination of
the Parachute Tax or the Gross-Up Payment. 
Notwithstanding anything to the contrary herein, the Executive’s rights
under this Section 8 shall survive the termination of his employment for any
reason and the termination or expiration of this Agreement for any reason.


9.             Certain Restrictive
Covenants.


(a)           The Executive shall not, at any time
during the Term or during the 12-month period following the Date of Termination
(the “Non-Compete Term”) without the Board’s prior written consent directly or
indirectly engage in, have any equity interest in, or manage or operate
(whether as a director, officer, employee, agent, representative, security
holder, consultant or otherwise) any Competitive Business; provided, however, that:
(x) the Executive shall be permitted to acquire a passive stock or equity
interest in such a Competitive Business provided the stock or other equity
interest acquired is not more than five percent (5%) of the 



 12
 









 


outstanding interest in
such a Competitive Business; (y) the Executive shall be permitted to acquire
any investment through a mutual fund, private equity fund or other pooled
account that is not controlled by the Executive and which he has less than a
five percent (5%) interest; or (z) the Executive may provide services to a
subsidiary, division or Affiliate of a Competitive Business if such subsidiary,
division or Affiliate is not itself engaged in a Competitive Business and the
Executive does not provide services to, or have any responsibilities regarding,
the Competitive Business.  At any time
during the Non-Compete Term following the Date of Termination, the Executive
may request in writing to the Board that the Board consent to the Executive’s
direct or indirect engagement in, ownership of equity interest in, or
management or operation of (whether as a director, officer, employee, agent,
representative, security holder, consultant or otherwise) any Competitive
Business, which request the Board shall consider in good faith based upon the
Board’s reasonable determination of the potential impact of the Executive’s
involvement in such Competitive Business on the Company and its
stockholders.  If the Executive believes
that the Board would benefit from any additional information or if the
Executive has any issues or questions regarding any action taken or to be taken
by the Board in connection with this Section 9(a), then the Board and the
Executive (along with their respective representatives) shall meet and discuss
any such issues or questions, and the Executive shall be permitted to present
the Board with any relevant information that he deems appropriate.  The Board and the Executive shall act in good
faith to address all outstanding issues and questions while protecting the
interests of the Company and its stockholders.


(b)           During the 12 month period following
the Date of Termination, the Executive shall not, directly or indirectly (a)
recruit, hire or otherwise solicit any person employed by the Company, its
subsidiaries, or any of their respective Affiliates as of the Termination Date,
(b) recruit, hire or otherwise solicit for employment any person known by the
Executive (after reasonable inquiry) to be employed at the time by the Company,
its subsidiaries, or any of their respective Affiliates as of the date of the
solicitation, (c) recruit or otherwise solicit or induce any non-clerical
employee, director, consultant, wholesale customer, vendor, supplier, lessor or
lessee of the Company to terminate his or its employment or arrangement with the
Company or otherwise change its relationship with the Company, provided that
nothing in this Section 9(b) shall prohibit the Executive from providing
employment, personal or other references for any such Person or general
advertising for employees by the Executive or any Person of which the Executive
is an employee or Affiliate.


(c)           Except as the Executive deems
necessary (or, in good faith, desirable) to be disclosed in connection with the
performance of the Executive’s duties hereunder or as specifically set forth in
this Section 9, the Executive shall, in perpetuity, maintain in confidence and
shall not directly, indirectly or otherwise, use, disseminate, disclose or
publish, or use for his benefit or the benefit of any person, firm, corporation
or other entity any confidential or proprietary information or trade secrets of
or relating to the Company, including, without limitation, information with
respect to the Company’s operations, processes, products, inventions, business
practices, finances, principals, vendors, suppliers, customers, potential
customers, marketing methods, costs, prices, contractual relationships,
regulatory status, business plans, designs, marketing or other business
strategies, compensation paid to employees or other 



 13
 









 


terms of employment, or
deliver to any person, firm, corporation or other entity any document, record,
notebook, computer program or similar repository of or containing any such
confidential or proprietary information or trade secrets.  Notwithstanding anything herein to the
contrary, nothing shall prohibit the Executive from disclosing any information
that is (i) generally known by the public (unless such knowledge occurs as a
result of the Executive’s breach of any portion of this Section 9(c)), (ii)
when disclosure is required by law or by any court, arbitrator, mediator or
administrative or legislative body (including any committee thereof) with
apparent jurisdiction to order the Executive to disclose or make accessible any
information, provided that, unless otherwise prohibited by law and provided
such information is not related to any illegal activities of the Company or any
of its subsidiaries, the Executive shall provide the Company with prompt notice
of any such requested or required disclosure and shall reasonably cooperate
with the Company in any effort by the Company to prevent or otherwise contest
such disclosure or (iii) with respect to any other litigation, arbitration or
mediation involving this Agreement, including, but not limited to, the
enforcement of this Agreement.  The
parties hereby stipulate and agree that as between them the foregoing matters
are important, material and confidential proprietary information and trade
secrets and affect the successful conduct of the businesses of the Company (and
any successor or assignee of the Company). 
Upon termination of the Executive’s employment with the Company for any
reason, the Executive will promptly deliver to the Company all correspondence,
drawings, manuals, letters, notes, notebooks, reports, programs, plans,
proposals, financial documents, or any other documents concerning the Company’s
customers, business plans, designs, marketing or other business strategies,
products or processes, provided that the Executive may retain (i) papers and
other materials of a personal nature, including, but not limited to,
photographs, correspondence, personal diaries, calendars and rolodexes,
personal files and phone books, (ii) information showing his compensation or
relating to reimbursement of expenses, (iii) information that he reasonably
believes may be needed for tax purposes, (iv) copies of plans, programs and
agreements relating to his employment, or termination thereof, with the Company
and (v) copies of minutes, presentation materials and personal notes from any
meeting of the Board, or any committee thereof, while he was a member of the
Board.


(d)           The Executive shall reasonably
cooperate with and assist the Company and its counsel at any time and in any
manner reasonably required by the Company or its counsel (with due regard for
the Executive’s other commitments if he is not employed by the Company) in
connection with any litigation or other legal process affecting the Company of
which the Executive has knowledge as a result of his employment with the
Company (other than any litigation with respect to this Agreement).  In any event, (i) in any matter subject to
this Section 9(d), the Executive shall not be required to act against the best
interests of any new employer or new business venture in which he is a partner
or active participant and (ii) any request for such cooperation shall take into
account (A) the significance of the matters at issue in the litigation,
arbitration, proceeding or investigation and (B) the Executive’s other personal
and business commitments.  The Company
agrees to provide the Executive reasonable notice in the event his assistance
is required.  The Company will reimburse
the Executive for all reasonable expenses and costs he may incur as a result of
providing such assistance, including lost wages (after the Term), travel costs
and legal fees to the extent the Executive reasonably believes that separate 



 14
 









 


representation is
warranted.  The Executive’s entitlement
to reimbursement of expenses, including legal fees pursuant to this Section 9(d),
shall in no way affect the Executive’s rights to be indemnified and/or advanced
expenses in accordance with the Company’s corporate documents, insurance
policies and/or in accordance with this Agreement.


(e)           The Executive shall not intentionally
disparage the Company, any of its products or practices, or any of its
directors, officers, or employees, whether orally, in writing or otherwise, at
any time.  The Company (including without
limitation its directors) shall not intentionally disparage the Executive,
whether orally, in writing or otherwise, at any time.  Notwithstanding the foregoing: nothing in
this Section 9(e) shall (i) limit the ability of the Company or the Executive,
as applicable, to provide truthful testimony as required by law or any judicial
or administrative process or the Executive from making normal commercial
competitive type statements in a competitive business situation not based on
his employment with the Company, or (ii) prevent any Person from (x) responding
publicly to incorrect, disparaging or derogatory public statements to the
extent reasonably necessary to correct or refute such public statement or (y)
making any truthful statement to the extent necessary in any litigation,
arbitration or mediation proceeding involving this Agreement, including, but
not limited to, the enforcement of this Agreement.  In no event shall any termination of the
Executive’s employment by the Company or the Executive for any reason
constitute disparagement for purposes of this Section 9(e).


(f)            The Executive agrees that all
strategies, methods, processes, techniques, marketing plans, merchandising
schemes, themes, layouts, mechanicals, trade secrets, copyrights, trademarks,
patents, ideas, specifications and other material or work product (“Intellectual
Property”) that the Executive creates, develops or assembles in connection with
his employment hereunder shall become the permanent and exclusive property of
the Company to be used in any manner it sees fit, in its sole discretion.  The Executive shall not communicate to the
Company any ideas, concepts, or other intellectual property of any kind (other
than that required in his capacity as an officer of the Company) which (i) were
earlier communicated to the Executive in confidence by any third party as
proprietary information, or (ii) the Executive knows or has reason to know is
the proprietary information of any third party. 
All Intellectual Property created or assembled in connection with the
Executive’s employment hereunder shall be the permanent and exclusive property
of the Company.  The Company and the
Executive mutually agree that all Intellectual Property and work product
created in connection with this Agreement, which is subject to copyright, shall
be deemed to be “work made for hire,” and that all rights to copyrights shall
be vested in the Company.  If for any
reason the Company cannot be deemed to have commissioned “work made for hire,”
and its rights to copyright are thereby in doubt, then the Executive agrees not
to claim to be the proprietor of the work prepared for the Company, and to
irrevocably assign to the Company, at the Company’s expense, all rights in the
copyright of the work prepared for the Company.


(g)           The Company and the Executive
expressly acknowledge and agree that the agreements and covenants contained in
this Section 9 are reasonable.  In the
event, however, that any agreement or covenant contained in this Section 9
shall be determined by any court of 



 15
 









 


competent jurisdiction to
be unenforceable by reason of its extending for too great a period of time or
over too great a geographical area or by reason of its being too extensive in
any other respect, it will be interpreted to extend only over the maximum
period of time for which it may be enforceable, and/or over the maximum
geographical area as to which it may be enforceable and/or to the maximum
extent in all other respects as to which it may be enforceable, all as
determined by such court in such action.


(h)           As used in this Section 9, the term “Company”
shall include the Company and any of its direct or indirect subsidiaries within
the meaning of Code Section 424(f).


(i)            Any limitation on the Executive’s
activities or any forfeiture of benefits, equity or compensation based on
violation of limitations on the Executive’s activities shall not be based on
any limitation that is any broader than those set forth in this Section 9.


10.           Specific Performance.  It is recognized and acknowledged by the
Executive and the Company that a breach by such Person of such Person’s
covenants contained in Section 9 will cause irreparable damage to the Company
or the Executive, as applicable, and its or his goodwill or reputation, the
exact amount of which will be difficult or impossible to ascertain, and that
the remedies at law for any such breach will be inadequate.  Accordingly, the parties agree that in the
event a party breaches any covenant contained in Section 9, in addition to any
other remedy which may be available at law or in equity (or under any other
agreement between the Company and the Executive), the other party will be
entitled to specific performance and injunctive relief.


11.           Purchases and Sales of the
Company’s Securities.  The
Executive agrees to use his reasonable best efforts to comply in all respects
with the Company’s applicable written policies regarding the purchase and sale
of the Company’s securities by employees, as such written policies may be
amended from time to time and disclosed to the Executive.  In particular, and without limitation, the
Executive agrees that he shall not purchase or sell Company securities while an
employee during any “trading blackout period” as may be determined by the
Company and set forth in the Company’s applicable written policies from time to
time.


12.           Cooperation Regarding
Insurance.  The Company
and/or any of its subsidiaries, divisions or Affiliates may, from time to time,
apply for and obtain, for its or their benefit and at its or their sole
expense, key man life, health, accident, disability, or other insurance upon
the Executive, in any amounts that it or they may deem necessary or desirable
to protect its or their respective interests, and the Executive agrees to
reasonably cooperate with and assist the Company or any such subsidiary,
division or Affiliate in obtaining any and all such insurance by submitting to
all reasonable medical examinations, if any, and by filling out, executing and
delivering any and all insurance applications and other instruments as may be
reasonably necessary to obtain such insurance.


13.           Representations.



 16
 









 


(a)           The Executive hereby represents and
warrants, to the best of his knowledge, that he is not a party to or bound by
any agreement, arrangement or understanding, written or otherwise, which
prohibits or in any manner restricts his ability to enter into and fulfill his
obligations under this Agreement (other than confidentiality obligations with
any of the Executive’s prior employers). 
The parties acknowledge and agree that the Executive shall not use of
disclose, or be permitted to use or disclose, any confidential or proprietary
information belonging to any prior employer in connection with the performance
of his duties under this Agreement.


(b)           The Company represents and warrants
that (i) it is fully authorized by action of the Board and of any Person whose
action is required to enter into this Agreement and perform its obligations;
(ii) the execution, delivery and performance of this Agreement by it does not
and will not violate any applicable law, regulation, order, judgment or decree
or any agreement, plan or corporate governance document to which it is a party
or by which it is bound; and (iii) upon the execution and delivery of this
Agreement by the parties, this Agreement shall be a valid and binding
obligation of the Company, enforceable against it in accordance with its terms.


14.           Delegation and Assignment.  The Executive shall not delegate his
employment obligations under this Agreement to any other person.  The Company may not assign any of its
obligations hereunder other than to any entity that acquires (by purchase,
merger or otherwise) all or substantially all of the Voting Stock or assets of
the Company, provided such acquirer promptly assumes all of the obligations
hereunder of the Company in a writing delivered to the Executive.  In the event of the Executive’s death while
he is receiving severance hereunder the remainder shall be paid to his
estate.  In the event of a merger or
other combination, or the sale or liquidation of business and assets, the
Company shall use its reasonable best efforts to cause such assignee or
transferee to promptly and expressly assume the liabilities, obligations and
duties of the Company hereunder.


15.           Notices.  Any written notice required by this Agreement
will be deemed provided and delivered to the intended recipient when (a)
delivered in person by hand; or (b) three (3) days after being sent via
U.S.  certified mail, return receipt
requested; or (c) one (1) day after being sent via by overnight courier, in
each case when such notice is properly addressed to the following address and
with all postage and similar fees having been paid in advance:


If to the Company:


Monster Worldwide, Inc.


622 Third Avenue


New York, New York 10017


Attn: General Counsel


with a copy to:


Dechert LLP



 17
 









 


30 Rockefeller Plaza


New York, New York 10112


Attn: Martin Nussbaum,
Esq.


If to the Executive: to
him at the most recent address in the Company’s records.


Either party may change
the address to which notices, requests, demands and other communications to
such party shall be delivered personally or mailed by giving written notice to
the other party in the manner described above.


16.           Binding Effect.  This Agreement shall be for the benefit of
and binding upon the parties hereto and their respective heirs, personal
representatives, legal representatives, successors and, where applicable,
permitted assigns.


17.           Entire Agreement.  This Agreement and any indemnification
agreement between the Executive and the Company constitute the entire agreement
between the parties with respect to the subject matter described in this
Agreement and supersedes all prior agreements, understandings and arrangements,
both oral and written, between the parties with respect to such subject
matter.  This Agreement may not be
modified, amended, altered or rescinded in any manner, except by written
instrument signed by both of the parties hereto; provided, however, that the
waiver by either party of a breach or compliance with any provision of this
Agreement shall not operate nor be construed as a waiver of any subsequent
breach or compliance.


18.           Severability.  In case any one or more of the provisions of
this Agreement shall be held by any court of competent jurisdiction or any
arbitrator selected in accordance with the terms hereof to be illegal, invalid
or unenforceable in any respect, such provision shall have no force and effect,
but such holding shall not affect the legality, validity or enforceability of
any other provision of this Agreement; provided, however, that subsequent to
the severing of such provision from this Agreement, the parties shall negotiate
in good faith to amend this Agreement to contain an enforceable provision (if
at all possible) representing the intent of the parties with respect to such
severed provision.


19.           Dispute Resolution and
Arbitration.  In the event
that any dispute arises between the Company and the Executive regarding or
relating to this Agreement and/or any aspect of the Executive’s employment
relationship with the Company, AND IN LIEU OF LITIGATION AND A TRIAL BY JURY,
the parties consent to resolve such dispute through mandatory arbitration in
New York City under the then prevailing rules of the Judicial Arbitration and
Mediation Services (“JAMS”), before a single arbitrator mutually agreed to by
the parties, or, if an arbitrator has not been agreed upon by the 60th day of
the demand for arbitration by either party, appointed by JAMS.  The parties hereby consent to the entry of
judgment upon award rendered by the arbitrator in any court of competent
jurisdiction.  Notwithstanding the
foregoing, however, should adequate grounds exist for seeking immediate
injunctive or immediate equitable relief, any party may seek and obtain such
relief.  The parties hereby consent to
the exclusive jurisdiction in the state and Federal courts of or in the State
of New York for purposes of seeking such injunctive or equitable relief as set
forth above.  The 



 18
 









 


parties acknowledge and agree that, in connection with
any such arbitration and regardless of outcome, (a) each party shall pay all of
its own costs and expenses, including without limitation its own legal fees and
expenses, and (b) joint expenses shall be borne equally among the parties.  Notwithstanding the foregoing, the arbitrator
may cause the losing party to pay to the winning party (each as determined by
the arbitrator consistent with its decision on the merits of the arbitration)
an amount equal to any reasonable out-of-pocket costs and expenses incurred by
the winning party with respect to such arbitration (as may be equitably determined
by the arbitrator).


20.           Choice of Law.  The Executive and the Company intend and
hereby acknowledge that jurisdiction over disputes with regard to this
Agreement, and over all aspects of the relationship between the parties hereto,
shall be governed by the laws of the State of New York without giving effect to
its rules governing conflicts of laws.


21.           Section Headings.  The section headings contained in this
Agreement are for reference purposes only and shall not affect in any manner
the meaning or interpretation of this Agreement.


22.           Construction.  The parties have participated jointly in the
negotiation and drafting of this Agreement. 
In the event that an ambiguity or question of intent or interpretation
arises, this Agreement shall be construed as if drafted jointly by the parties
and no presumption or burden of proof shall arise favoring or disfavoring any
party by virtue of the authorship of any of the provisions of this
Agreement.  Any reference to any federal,
state, local or foreign statute or law shall be deemed also to refer to all
rules and regulations promulgated thereunder, unless the context requires
otherwise.  The word “including” shall
mean including without limitation.  If
any provision of any agreement, plan, program, policy, arrangement or other
written document between or relating to the Company and the Executive conflicts
with any provision of this Agreement, the provision of this Agreement shall
control and prevail, unless the parties otherwise agree with specific reference
to this Section 22.


23.           Counterparts.  This Agreement may be executed in any number
of counterparts and by facsimile or pdf, each of which shall be deemed an
original, but all of which taken together shall constitute one and the same
instrument.


24.           Force Majeure.  Neither Company nor the Executive shall be
liable for any delay or failure in performance of any part of this Agreement to
the extent that such delay or failure is caused by an event beyond its
reasonable control including, but not be limited to, fire, flood, explosion,
war, strike, embargo, government requirement, acts of civil or military
authority, and acts of God not resulting from the negligence of the claiming
party.


25.           Withholding.  The Company shall be entitled to withhold
from any amounts payable under this Agreement any federal, state, local or
foreign withholding or other taxes or charges which the Company is required to
withhold pursuant to applicable law.  The
Company shall be entitled to rely on an opinion of counsel if any questions as
to the amount or requirement of withholding shall arise.



 19
 









 


26.             Code Section 409A.  The parties understand and agree that certain
payments contemplated by this Agreement may be “deferred compensation” for
purposes of Code Section 409A. 
Notwithstanding any provision of this Agreement to the contrary, any
payments constituting deferred compensation required to be made upon or in
respect of the Executive’s termination of employment hereunder shall not be
made prior to the first day of the seventh month after the Executive’s
termination of employment, to the extent necessary to comply with Code Section
409A(2)(B)(i).  The Company shall
identify in writing delivered to the Executive any payments it reasonably
determines are subject to delay under this Section 26 and shall promptly pay
any such amounts, without interest, at the conclusion of the applicable six
month period (or, if later, when scheduled to be paid under the terms of the
Agreement).  No deferred compensation payable
hereunder shall be subject to acceleration or to any change in the specified
time or method of payment, except as otherwise provided under this Agreement
and consistent with Code Section 409A. 
If any compensation or benefits provided by this Agreement may result in
the application of Section 409A of the Code, the Company shall, in consultation
and agreement with the Executive, modify this Agreement in the least
restrictive manner necessary in order to exclude such compensation from the
definition of “deferred compensation” within the meaning of such Code Section
409A or in order to comply with the provisions of Code Section 409A, other
applicable provision(s) of the Code and/or any rules, regulations or other
regulatory guidance issued under such statutory provisions.  The parties also agree that all amounts
required to be paid hereunder to the Executive or his estate or beneficiaries
shall, notwithstanding any other provision in this Agreement required such
amounts to be paid at a different time, be paid by no later than the latest
date by which such amounts would have to be paid in order not to be treated
under Code Section 409A as includible in gross income for any tax year earlier
than the tax year in which such payment otherwise was scheduled to be made
under the terms of this Agreement.


27.           Survivorship.  Except as otherwise expressly set forth in
this Agreement, to the extent necessary to carry out the intentions of the
parties hereunder, the respective rights and obligations of the parties
hereunder shall survive any termination of the Executive’s employment.


 



 20














 


IN WITNESS WHEREOF, the parties
have executed this Agreement on the date and year first above written.


	
  

  	
  MONSTER WORLDWIDE, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  /s/ SALVATORE IANNUZZI

  
	
   

  	
  By:

  	
  Salvatore Iannuzzi

  
	
   

  	
  Its:

  	
  Chairman of the Board and Chief Executive Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  EXECUTIVE

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  /s/ TIMOTHY T. YATES

  
	
   

  	
  Timothy T. Yates

  
				



 
















EXHIBIT
A


Open Link Financial, Inc.


The Coleman Fung
Foundation



 22















EXHIBIT
B


General
Release


IN CONSIDERATION OF good and valuable consideration,
the receipt of which is hereby acknowledged, and in consideration of the terms
and conditions contained in the Employment Agreement, dated as of June __,
2007, (the “Agreement”) by and between Timothy T. Yates (the “Executive”) and
Monster Worldwide, Inc. (the “Company”), the Executive on behalf of himself and
his heirs, executors, administrators, and assigns, releases and discharges the
Company and its past present and future subsidiaries, divisions, affiliates and
parents, and their respective current and former officers, directors,
employees, agents, and/or owners, and their respective successors, and assigns
and any other person or entity claimed to be jointly or severally liable with
the Company or any of the aforementioned persons or entities (the “Released
Parties”) from any and all manner of actions and causes of action, suits,
debts, dues, accounts, bonds, covenants, contracts, agreements, judgments,
charges, claims, and demands whatsoever (“Losses”) which the Executive and his
heirs, executors, administrators, and assigns have, had, or may hereafter have,
against the Released Parties or any of them arising out of or by reason of any
cause, matter, or thing whatsoever from the beginning of the world to the date
hereof, including without limitation, any and all matters relating to the
Executive’s employment by the Company and the cessation thereof, and any and
all matters arising under any federal, state, or local statute, rule, or
regulation, or principle of contract law or common law, including but not
limited to, the Family and Medical Leave Act of 1993, as  amended,
29 U.S.C. §§ 2601 et  seq., Title VII of the Civil Rights Act of
1964, as  amended, 42 U.S.C. §§ 2000 et  seq., the
Age Discrimination in Employment Act of 1967, as  amended, 29
U.S.C. §§ 621 et  seq. (the “ADEA”), the Americans with
Disabilities Act of 1990, as  amended, 42 U.S.C. §§ 12101 et
seq., the Worker Adjustment and Retraining Notification Act of 1988, as
amended, 29 U.S.C. §§2101 et  seq., the Employee Retirement
Income Security Act of 1974, as  amended, 29 U.S.C. §§ 1001 et
seq., the New York
State and New York City Human Rights Laws, the New York Labor Laws, and
any other equivalent or similar federal, state, or local statute; provided,
however, that the Executive does not release or discharge the Released Parties
from any of the Company’s obligations to him under the Agreement, any vested
benefit the Executive may be due under a tax qualified plan sponsored or
maintained by the Company or Losses arising under the ADEA which arise after
the date on which the Executive executes this general release.  It is understood that nothing in this general
release is to be construed as an admission on behalf of the Released Parties of
any wrongdoing with respect to the Executive, any such wrongdoing being
expressly denied.


The Executive represents and warrants that he fully
understands the terms of this general release, that he has been encouraged to
seek, and has sought, the benefit of advice of legal counsel, and that he
knowingly and voluntarily, of his own free will, without any duress, being
fully informed, and after due deliberation, accepts its terms and signs below
as his own free act. Except as otherwise provided herein, the Executive
understands that as a result of executing this general release, he will not
have the right to assert that the Company or any other of the Released 



 23
 









 


Parties unlawfully terminated his employment or
violated any of his rights in connection with his employment or otherwise.


The Executive further
represents and warrants that he has not filed, and will not initiate, or cause
to be initiated on his behalf any complaint, charge, claim, or proceeding
against any of the Released Parties before any federal, state, or local agency,
court, or other body relating to any claims barred or released in this General
Release thereof, and will not voluntarily participate in such a
proceeding.  However, nothing in this general
release shall preclude or prevent the Executive from filing a claim, which
challenges the validity of this general release solely with respect to the
Executive’s waiver of any Losses arising under the ADEA. The Executive shall
not accept any relief obtained on his behalf by any government agency, private
party, class, or otherwise with respect to any claims covered by this General
Release.


The Executive may take twenty-one (21) days to
consider whether to execute this General Release.  Upon the Executive’s execution of this
general release, the Executive will have seven (7) days after such execution in
which he may revoke such execution. In the event of revocation, the Executive
must present written notice of such revocation to the office of the Company’s
Corporate Secretary.  If seven (7) days
pass without receipt of such notice of revocation, this General Release shall
become binding and effective on the eighth (8th) day after the execution hereof
(the “Effective Date”).


INTENDING TO BE LEGALLY
BOUND, I hereby set my hand below:


	
  

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Dated:

  	
   

  



 



 24