Exhibit 10.1
MONSTER WORLDWIDE, INC.
622 THIRD AVENUE
NEW YORK, NY 10017
As of February 7, 2006
Mr. William Pastore
Dear Bill:
This will confirm our understanding and agreement with respect to your
employment as President and Chief Operating Officer of Monster Worldwide, Inc.
(the "Company").
You and the Company hereby agree as follows:
1.
THE COMPANY AGREES TO EMPLOY YOU AND
YOU AGREE TO BE EMPLOYED BY THE COMPANY AS PRESIDENT AND CHIEF OPERATING
OFFICER, WITH SUCH DUTIES AND RESPONSIBILITIES WITH RESPECT TO THE COMPANY AND
ITS AFFILIATES AS THE COMPANY'S CHIEF EXECUTIVE OFFICER ("CEO") OR SUCH OTHER
PERSON FROM TIME TO TIME DESIGNATED BY THE CEO TO DEAL WITH MATTERS RELATED TO
THIS AGREEMENT (THE "DESIGNEE") SHALL REASONABLY DIRECT. YOU AGREE TO DEVOTE
YOUR BEST EFFORTS, ENERGIES, ABILITIES AND FULL BUSINESS TIME, SKILL AND
ATTENTION TO YOUR DUTIES. 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. THE TERM OF THIS AGREEMENT IS FOR A PERIOD OF 4 YEARS COMMENCING ON
FEBRUARY 7, 2006; THEREAFTER, THE TERM OF THIS AGREEMENT SHALL AUTOMATICALLY BE
RENEWED FOR SUCCESSIVE 1-YEAR PERIODS UNLESS EITHER PARTY SHALL GIVE THE OTHER
NOTICE OF NONRENEWAL AT LEAST 45 DAYS PRIOR TO THE EXPIRATION OF THE THEN
CURRENT EMPLOYMENT PERIOD. NOTWITHSTANDING THE FOREGOING, THIS AGREEMENT AND
YOUR EMPLOYMENT WITH THE COMPANY ARE SUBJECT TO TERMINATION AT ANY TIME AS
PROVIDED IN SECTION 3 BELOW.
2.
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, IF ANY, 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, (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), (D) PROVIDE YOU WITH THE OPPORTUNITY TO EARN
ANNUAL PERFORMANCE BASED BONUSES IN AMOUNTS DETERMINED BY AND ON THE BASIS OF
SATISFACTION OF SUCH PERFORMANCE GOALS AS ARE ESTABLISHED BY THE COMPENSATION
COMMITTEE OF THE BOARD OF DIRECTORS OF THE COMPANY (THE "COMPENSATION
COMMITTEE") UNDER THE COMPANY'S 1999 LONG TERM INCENTIVE PLAN (OR ANY SIMILAR OR
SUCCESSOR PLAN) WITHIN 90 DAYS OF THE COMMENCEMENT OF THE APPLICABLE CALENDAR
YEAR PERIOD, AND (E) PROVIDE YOU THE OPPORTUNITY TO PARTICIPATE IN ANY LONG-TERM
equity plan for senior executive officers which may be instituted from time to
time on such terms and conditions as may be determined by the Compensation
Committee from time to time. Your base salary will be reviewed on an annual