Exhibit 10.2


MONSTER
WORLDWIDE, INC.

622 THIRD AVENUE

NEW YORK, NY 10017


April 11, 2007


Mr. William Pastore

86 Wapoos Trail
 Chatham, MA 02633


Dear Bill:


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


1.             Resignation.  Your resignation as President and Chief
Executive Officer of the Company and as a director of the Company is effective
immediately.


2.             Employment.  The Company agrees to continue to employ you
and you agree to continue to be employed by the Company to assist the Company’s
executive officers with the transition of the functions performed by you as
former President and Chief Executive Officer of the Company (the “Transition”).  You will report directly to the Chief
Executive Officer of the Company and you shall not be an officer of the Company.  The term of your employment with the Company
shall expire on June 30, 2007, or your earlier death or disability (the “Termination
Date”).  Until June 30, 2007, you agree
to fulfill your duties as requested by the Company and you acknowledge that
such duties may occupy substantially all of your business time and may prevent
you from having employment outside of the Company.  You agree to perform the duties and
responsibilities assigned to you to the best of your ability, in a diligent,
trustworthy, businesslike and efficient manner for the purpose of advancing the
business of the Company and to adhere to any and all of the employment policies
of the Company.  From June 30, 2007 until
December 31, 2007, you agree to use reasonable efforts to respond to questions
of the Chief Executive Officer relating to the Transition provided that such
efforts shall not materially interfere with your employment outside of the
Company.


3.             Compensation and
Benefits. In consideration for your services and other agreements
hereunder, during your employment the Company shall (a) pay you a base salary
of $800,000 per year (prorated for periods of less than a full year), in
regular installments in accordance with the Company’s payroll practice for
salaried employees, (b) provide you with medical, dental and disability
coverage, and 401(k) Plan, life insurance and other benefit plan eligibility,
if any, comparable to that regularly provided to other senior management in
accordance with the Company’s policies, and (c) provide you with 4 weeks
vacation per year in accordance with the Company’s policies (prorated for periods
of less than a full year).


(a)           Following the termination of your
employment hereunder, as severance, you (and your estate if you are or become
deceased) will be entitled to:













(1)           receive payments at
an annual rate of $800,000 until the second anniversary of the Termination
Date.  Such payments due to you (or your
estate) for the period beginning from the Termination Date through the
six-month anniversary of the Termination Date will be paid in a lump-sum
payment on the first business day following the six-month anniversary of the
Termination Date.  Such payments due to
you (or your estate) for the period after the six-month anniversary of the
Termination Date will be paid in regular semi-monthly installments; and


(2)           have the Company pay
to you and/or your spouse sums of money to reimburse you and/or her for the
cost of premiums on medical and dental benefits that you and/or your spouse
carry for a period of 18 months from the Termination Date.  A payment for the period beginning from the
Termination Date through the six-month anniversary of the Termination Date will
be paid directly to you in a lump-sum payment $5,000 on the first business day
following the six-month anniversary of the Termination Date.  Such payments for the period after the
six-month anniversary of the Termination Date will be paid to you or your
spouse in regular semi-monthly installments of $417.


(b)           Except as expressly provided in this
Section 3 and in Section 9 hereof, after the Termination Date the Company shall
have no other obligations to you with respect to your employment.


(c)           You hereby expressly waive any right or
entitlement to restricted stock, restricted stock units, stock options or any
other incentive compensation awarded to you by the Company in 2007.  This waiver expressly excludes all restricted
stock, restricted stock units, options and incentive compensation listed on
Schedule A, attached hereto and incorporated herein, all of which become
non-forfeitable and fully vested on the Termination Date.


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


4.             Non-Competition.  During the term of this agreement and for a
period of two (2) years following the Termination Date (the “Noncompete Period”),
you agree that you may not, anywhere in the United States or elsewhere in the
world, directly or indirectly, engage, participate or assist in lines of
business competitive to the business of the Company and its subsidiaries.  The foregoing covenant is intended to prohibit
you from engaging in such activities as owner, creditor, partner, stockholder,
consultant, advisor or lender (except as a holder of equity securities that are
publicly traded on a stock exchange or the recognized over-the-counter market,
and then only to the extent of owning not more than three percent (3%) of the
issued and outstanding equity securities of the relevant issuer so long you are
not an Affiliate (as defined below) of such issuer), contractor or agent for
any person, firm or corporation that competes with the business of the Company
or its subsidiaries.  As used in this
agreement, “Affiliate” shall have the meaning of an “affiliate” and an “associate”
as defined in Rule 405 under the Securities Act of 1933, as amended.


5.             Non-Solicitation.  During the Noncompete Period, you agree that
you may not, directly or indirectly, (i) solicit, employ, offer to employ,
retain as a consultant, interfere with or attempt to entice away from the
Company, its subsidiaries or any of their respective Affiliates (or any
successor to any of the foregoing) any individual who is, has agreed to be or
within ninety (90) days of such solicitation, employment, offer, retention,
interference or enticement has been, employed or retained by the Company, its
subsidiaries or any of their respective Affiliates (or any successor to any of
the foregoing), or (ii) 



 2
 









engage
or participate in any effort or act to induce any customers, clients, licensees,
licensors, associates, or independent contractors of the Company, its
subsidiaries or any of their respective Affiliates (or any successor to any of
the foregoing) to take any action which is competitive with the business of the
Company or its subsidiaries, including but not limited to, the solicitation of
customers, clients, licensees, licensors, associates, or independent
contractors of the Company, its subsidiaries or any of their respective
Affiliates (or any successor to any of the foregoing) to cease doing business
or their association or employment with the Company, its subsidiaries or any of
their respective Affiliates or any successor to any of the foregoing.


6.             Non-disparagement.  You agree that, during the Noncompete Period,
you may not make any statements that are materially injurious or disparaging to
the Company, its subsidiaries or Affiliates or any of their respective
directors, officers, employees, representatives or stockholders.  The Company agrees that neither the Company
or its subsidiaries or Affiliates will participate or engage in any
disparagement of your past services as an employee or officer of the Company or
of any other relationship you have had with the Company.


7.             Restrictive Covenants.


(a)           You understand and agree that the
covenants set forth in Sections 4, 5 and 6 (the “Restrictive Covenants”) are
reasonable in scope and have been agreed to by you in connection with the
benefits to be received by you hereunder. 
You further acknowledge that the scope of the business of the Company
and its subsidiaries is independent of location (such that it is not practical
to limit the restrictions contained in the Restrictive Covenants to a specified
county, city, or part thereof) and that, accordingly, the geographical
restriction contained in the Restrictive Covenants is reasonable in all
respects and necessary to protect the goodwill and confidential information and
work product of the business of the Company and its subsidiaries and that,
without such protection, the customer and client relations of the Company and
its subsidiaries and competitive advantage of the Company and its subsidiaries
would be materially adversely affected. 
It is specifically recognized by you that the Company and its
subsidiaries have a protectable interest in prohibiting you from competing with
the Company and its subsidiaries as provided in the Restrictive Covenants, and
that money damages are insufficient to protect such interests, and that the
Company would not enter into this agreement without the restrictions contained
in the Restrictive Covenants.  You
further acknowledge that the restrictions contained in the Restrictive
Covenants do not impose an undue hardship on you and, since you has general
business skills which may be used in industries other than the business of the
Company or its subsidiaries, do not deprive you of your livelihood.  You agree that the Restrictive Covenants
shall be construed as agreements independent of any other provisions of this agreement
and shall survive any order of a court of competent jurisdiction terminating
any other provisions of this agreement.


(b)           The parties agree that to the extent
any provision or portion of the Restrictive Covenants shall be held, found or
deemed to be unreasonable, unlawful or unenforceable by a court of competent
jurisdiction, then any such provision or portion thereof shall be deemed to be
modified to the extent necessary in order that any such provision or portion
thereof shall be legally enforceable to the fullest extent permitted by
applicable law, and further agree that if any part of the Restrictive Covenants
shall be so found or deemed unreasonable, unlawful or unenforceable, such
unenforceability shall not affect the remaining portions of the Restrictive
Covenants, which shall be fully enforced; and the parties do further agree that
any court of competent jurisdiction shall, and the parties hereto do hereby
expressly authorize, require and empower any court of competent jurisdiction
to, enforce any such provision or 



 3
 









portion thereof in order
that any such provision or portion thereof shall be enforced to the fullest
extent permitted by applicable law.


(c)           As the violation by you of the
Restrictive Covenants would cause irreparable harm which cannot be adequately
compensated in damages to the Company due to, among other things, the knowledge
by you of trade secrets and proprietary information of the business of the
Company and its subsidiaries, and there is no adequate remedy at law for such
violation, the Company shall have the right in addition to any other remedies
available, at law or in equity, to injunctive or other equitable relief to
restrain you from violating such provisions (without any requirement to post a
bond or other security).  You hereby
waive any and all defenses you may have on the ground of lack of competence of
the court to grant an injunction or other equitable relief.  The existence of this right shall not
preclude any other rights and remedies at law or in equity which the Company
may have.


8.             Publicity.  The parties agree to consult each other with
respect to any public disclosure regarding this agreement and the termination
of your employment; provided, however, that you agree that the Company can,
without obtaining any additional consent from you, disclose (a) the occurrence
and date of the termination of your employment and (b) that the reason for the
termination is so that you may retire from active service to the Company.


9.             Vesting of Awards.  On the Termination Date, any portion of the restricted
stock and  restricted stock units listed
on Schedule A attached hereto that are unvested shall vest.  All stock, and all stock from restricted
stock units, in each case net of any applicable taxes due in connection with
such stock and units, which taxes shall be deducted from the shares of common
stock that you (or your estate) will receive, shall be promptly delivered to
you (or your estate).  All stock options
issued to you by the Company are listed on Schedule A attached hereto,
are vested and shall be exercisable according to the terms of the applicable
stock option agreement executed when such options were granted.  The Company agrees that (a) solely for the
purpose of determining the latest date by which you may exercise your stock
options, on the Termination Date you shall be deemed to be terminated “without
Cause” and (b) you (or your executor) may exercise any stock option to purchase
common shares of the Company on a cashless basis so that the exercise price for
such options, as well as any applicable taxes due in connection with such
options, shall be deducted from the shares of common stock that you will
receive upon exercising such options.


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



 4
 









preceding
sentence, Consultant and you each assign and agree to assign all other
intellectual property rights, including without limitation patent and trade
secret rights, and all right, title and interest in and to the Deliverables, or
any aspect thereof, to the Company. 
Consultant and you each hereby agree to execute, upon request by the
Company, any and all additional documents, including assignments, necessary to
effectuate the intent of the preceding sentences of this Section 10 or to confirm
or register the Company’s rights in the Deliverables.  The Deliverables, or the content thereof,
shall not be used, sold, licensed or disclosed by Consultant or you under any
circumstances.


11.           Notices.  All notices, demands or other communications
to be given or delivered under or by reason of this agreement shall be in
writing and shall be deemed to have been properly served if delivered
personally, by courier, or by certified or registered mail, return receipt
requested and first class postage prepaid, in case of notice to the Company, to
the attention of the Board of Directors at the address set forth on the first
page of this agreement (with a copy to General Counsel, Monster Worldwide,
Inc., 622 Third Avenue, 39th Floor, New York, NY 10017) and in the case of
notices to you to your office or residence address, or such other addresses as
the recipient party has specified by prior written notice to the sending
party.  All such notices and
communications shall be deemed received upon the actual delivery thereof in
accordance with the foregoing.


12.           Assignment.  You may not assign or delegate this agreement
or any of your rights or obligations hereunder without the prior written
consent of the Company.  The Company’s
promises to you in this agreement are binding on all successors and assigns of
the Company and its businesses.  All
references in this agreement to practices or policies of the Company are
references to such practices or policies as may be in effect from time to time.


13.           Entire Agreement.  This agreement (i) constitutes the entire
agreement between the parties with respect to the subject matter hereof and
supersedes any previous arrangements relating thereto, as well as any previous
arrangements relating to employment between you and any of the Company’s
affiliates, including but not limited to (x) any consulting arrangement, (y)
the employment agreement between you and the Company dated as of April 1, 2004,
as such employment agreement was amended by the letters dated as of September
8, 2005 and as of February 7, 2006, and (z) the employment agreement between
you and the Company dated as of November 20, 2006, (ii) may be signed in
counterparts, (iii) shall be governed by the laws of the state of New York
(other than the conflicts of laws provisions thereof) and (iv) may not be
amended, terminated, extended or waived orally. 
Please understand that your employment will be on an “at will” basis (if
your employment is terminated by the Company for any reason prior to June 30,
2007, the provisions of this agreement shall remain in full force and effect,
including, without limitation, your entitlement to severance pursuant to
Section 3, and the “Termination Date” as used herein shall be the date of such
termination of your employment). Nothing in this letter should be construed as
creating any other type of employment relationship.  For the avoidance of doubt, this agreement
will not change any rights you have under the Indemnification Agreement between
you and the Company, which remains in full force and effect, and the
indemnifications of you under which shall continue as provided for therein.



 5
 









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


	
  

  	
   

  	
   

  	
  Very truly yours,

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  MONSTER WORLDWIDE, INC.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
  /s/ Michael Kaufman

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Michael Kaufman

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Chairman of the Compensation Committee

  
	
   

  	
   

  	
   

  	
   

  	
  of the Board of Directors of the Company

  
							



 


Accepted and agreed:


 


	
   /s/ William Pastore

  	
   

  
	
  William Pastore

  
	
   

  
	
  As to
  Section 10 only:

  
	
   

  
	
  WMP Consulting
  LLC

  
	
   

  



 


	
  By:

  	
  /s/ William
  Pastore

  	
   

  
	
   

  	
  Name: William
  Pastore

  	
   

  
	
   

  	
  Title: Member

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  



 



 6
 









EXHIBIT
A


Restricted Stock


	
  Date of Grant

  	
   

  	
  Total Shares

  	
   

  	
  Shares

  Outstanding

  	
   

  	
  Unvested Shares

  	
   

  
	
  8/5/04

  	
   

  	
  125,000

  	
   

  	
  62,500

  	
   

  	
  31,250

  	
   

  
	
  2/7/06

  	
   

  	
  200,000

  	
   

  	
  150,000

  	
   

  	
  150,000

  	
   

  
	
  10/6/06

  	
   

  	
  100,000

  	
   

  	
  100,000

  	
   

  	
  100,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Total: 281,250

  	
   

  



 


Restricted Stock Units


	
  Date of Grant

  	
   

  	
  Total Shares

  	
   

  	
  Shares

  Outstanding

  	
   

  	
  Unvested Shares

  	
   

  
	
  3/27/06

  	
   

  	
  75,000

  	
   

  	
  75,000

  	
   

  	
  56,250

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Total: 56,250

  	
   

  



 


Stock Options


	
  Date of Grant

  	
   

  	
  Total Shares

  Initially Subject 

  to Option

  	
   

  	
  Shares Currently 

  Subject to 

  Option(1)

  	
   

  	
  Shares Currently 

  Exercisable

  	
   

  	
  Shares Currently Not

  Exercisable

  	
   

  
	
  10/10/02

  	
   

  	
  500,000

  	
   

  	
  133,413

  	
   

  	
  133,413

  	
   

  	
  0

  	
   

  
	
  2/9/04

  	
   

  	
  200,000

  	
   

  	
  100,000

  	
   

  	
  50,000

  	
   

  	
  50,000

  	
   

  
	
  12/28/04

  	
   

  	
  200,000

  	
   

  	
  150,000

  	
   

  	
  50,000

  	
   

  	
  100,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Total: 233,413

  	
   

  	
  Total: 150,000

  	
   

  



 






(1)  All shares currently subject to the options
are vested.



 7