Exhibit 10.1


EMPLOYMENT
AGREEMENT


THIS AGREEMENT, effective as of April 11, 2007 (the “Effective
Date”), is made by and between Monster Worldwide, Inc., a Delaware corporation
(the “Company”), and Salvatore Iannuzzi (the “Executive”).


RECITALS:


A.                                   The
Company desires to employ the Executive as its Chairman of the Board and Chief
Executive 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 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


(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, 



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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 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.



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(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, Chairman of the Board of Directors and Chief Executive 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
Maynard, Massachusetts, or any requirement that the Executive relocate from his
residence from the place existing on the Effective Date;


(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



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(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.


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 December 31, 2012, unless 



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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 Chairman of the
Board of Directors and Chief Executive Officer of the Company, reporting solely
and directly to the Board, with full responsibility and authority for the
management of the business and affairs of the Company and with such other
responsibilities, duties and authority as are customary for such position and
role.  Without limiting the generality of
the foregoing, the Executive shall have oversight over the business and
strategy of the Company, and all senior executive officers of the Company (as
reasonably identified by the Board) shall report directly to the
Executive.  Within thirty (30) days after
the Effective Date, the bylaws of the Company shall be amended to reflect the
provisions set forth in this Section 3. 
During the Term, the Company shall nominate the Executive for a seat on
the Board upon the expiration of Executive’s current term as a director, and
upon the expiration of each subsequent term thereafter (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 also agrees to serve, without additional compensation, as the
chairman, chief executive officer and/or director of any subsidiary, division
or Affiliate of the Company if so requested by the Board.  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 for-profit boards of directors and advisory committees, so long as such
service does not materially interfere with the performance of the Executive’s
duties hereunder or violate Section 9 hereof. 
Any boards 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
and/or Maynard, Massachusetts, 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 $1,000,000 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 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.  With
respect to each fiscal year during the Term, (i) the Executive shall be eligible
to receive a maximum Bonus under the Bonus Plan not less than the maximum Bonus
opportunity for which any other senior executive is eligible, subject to the
achievement of the goals established for him by the Compensation
Committee.  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 225,000 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 or effective immediately upon a termination of the
Executive’s employment hereunder by the Company without Cause (pursuant to
Section 6(a)(v)) 



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or by the Executive for
Good Reason (pursuant to Section 6(a)(vi)), 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.


(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 notice period.


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 Separation and Release Agreement with the
Company in substantially the form attached hereto as Exhibit A (the “Release”)):


(i)                                     Pay
to the Executive an amount equal to the product of (A) the sum of his then
current (i) Annual Base Salary and (ii) the greater of (1) the Bonus paid or
payable to Executive with respect to the fiscal year ending immediately prior
to the Date of Termination or (2) 50% of the Target Bonus for such year, and
(B) 1.5; payable in equal monthly 



 9
 









installments during the
period beginning on the Date of Termination and ending on the 18 month
anniversary thereof; provided, however, that no amount shall be payable
pursuant to this Section 7(b)(i) 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 such 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 eighteen (18) months after the Date of Termination.  If such coverage cannot be provided on a
tax-advantaged basis under the Company’s program, the Company will make a
supplemental payment to the Executive such that his after-tax cost of coverage
will be no greater than the cost for such coverage to a similarly-situated
employee under the program; 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 product of (A) the sum of his then
current (i) Annual Base Salary and (ii) the greater of (1) the Bonus paid or
payable to Executive with respect to the fiscal year ending immediately prior
to the Date of Termination or (2) the Target Bonus for such year, and (B) two
(2); 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 second
anniversary of the Date of Termination. 
If such coverage cannot be provided on a tax-advantaged basis under the
Company’s program, the Company will make a supplemental payment to the
Executive such that his after-tax cost of coverage will be no greater than the
cost for such coverage to a similarly-situated employee under the program; and


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



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(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.


(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)                                  
Non-Extension of Term by the Company. 
If the Company notifies the Executive that it will not extend the Term
as provided in Section 2, then, in connection with the Executive’s termination
of employment, as of the last day of the Term the Company shall (subject to the
Executive’s entering into a Release):


(i)                                     Pay
to the Executive an amount equal to the product of (A) the sum of his then
current (i) Annual Base Salary and (ii) the greater of (1) the Bonus paid or
payable to Executive with respect to the fiscal year ending immediately prior
to the Date of Termination or (2) 50% of the Target Bonus for such year, and
(B) one; payable 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 pursuant to this Section 7(e)(i) 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 dependents) was participating as of the Date of Termination (at a level
then in effect with respect to coverage and employee premiums) until the
earlier of (A) the first anniversary of the Date of Termination or (B) 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.  If such coverage cannot be provided on a
tax-advantaged basis under the Company’s program, the Company will make a
supplemental payment to the 



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Executive such that his
after-tax cost of coverage will be no greater than the cost for such coverage
to a similarly-situated employee under the program; and


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


For the avoidance of
doubt, no amount shall be payable to the Executive pursuant to this Section
7(e) if the Executive’s employment is terminated due to the Executive’s (rather
than the Company’s) notification of non-extension of the Term pursuant to
Section 2.


(f)                                    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.


(g)                                 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(c)(iv) and (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 such extension is permitted by the Auditors); provided, that in
no event shall the Company be required to obtain such an opinion.



 12
 









(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 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 



 13
 









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 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
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, (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 



 14
 









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 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 



 15
 









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 with respect to any
litigation, arbitration or mediation 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
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).



 16
 









(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.


(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 



 17
 









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

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.



 18
 









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 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).



 19
 









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.


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 



 20
 









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.



 21















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


	
  

  	
   

  	
  MONSTER WORLDWIDE, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  /s/ Michael Kaufman

  	
   

  
	
   

  	
   

  	
  By:

  	
  Michael Kaufman

  
	
   

  	
   

  	
  Its:

  	
  Chairman of the Compensation Committee

  
	
   

  	
   

  	
   

  	
  of the Board of Directors of the Company

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  EXECUTIVE

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  /s/ Salvatore Iannuzzi

  	
   

  
	
   

  	
   

  	
  Salvatore Iannuzzi