Exhibit 10.1
MONSTER WORLDWIDE, INC.
622 THIRD AVENUE
NEW YORK, NY 10017
September 8, 2005
Mr. Steven Pogorzelski
45 Johnson Drive
Holliston, MA 01746
Dear Steve:
This will confirm our understanding and agreement with respect to your
employment as Group President - International, of Monster Worldwide, Inc. (the
"Company") effective as of September 12, 2005.
You and the Company hereby agree
as follows:
1.
EFFECTIVE AS OF SEPTEMBER 12, 2005, THE
COMPANY AGREES TO EMPLOY YOU AND YOU AGREE TO BE EMPLOYED BY THE COMPANY AS
GROUP PRESIDENT - INTERNATIONAL, WITH SUCH DUTIES AND RESPONSIBILITIES WITH
RESPECT TO THE COMPANY AND ITS AFFILIATES (AS DEFINED BELOW) AS THE COMPANY'S
CHIEF OPERATING OFFICER ("COO") OR SUCH OTHER PERSON FROM TIME TO TIME
DESIGNATED BY THE COO 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 ITS AFFILIATES AND
TO ADHERE TO ANY AND ALL OF THE EMPLOYMENT POLICIES OF THE COMPANY. YOU
ACKNOWLEDGE AND AGREE THAT THROUGH DECEMBER 31, 2005, YOU SHALL ALSO CONTINUE TO
BE RESPONSIBLE FOR THE PERFORMANCE OF THE COMPANY'S MONSTER DIVISION - NORTH
AMERICA AND SHALL PROVIDE ANY AND ALL ASSISTANCE RELATING THERETO AS SHALL
REASONABLY BE DIRECTED BY THE COO OR THE DESIGNEE, INCLUDING BUT NOT LIMITED TO
ASSISTANCE RELATING TO THE TRANSITION OF DUTIES TO THE NEW PRESIDENT OF THE
COMPANY'S MONSTER DIVISION - NORTH AMERICA. YOU WILL BASED OUT OF THE
MONSTER, INC.'S MASSACHUSETTS BASED HEADQUARTERS, BUT YOU FURTHER UNDERSTAND AND
AGREE THAT SINCE THE RESPONSIBILITIES OF YOUR NEW POSITION ARE OUTSIDE OF NORTH
AMERICA, YOUR NEW POSITION WILL REQUIRE SUBSTANTIAL AMOUNTS OF TRAVEL TO
DESTINATIONS OUTSIDE OF NORTH AMERICA, INCLUDING REGULAR TRAVEL TO EUROPE AND
ASIA-PAC.
2.
IN CONSIDERATION FOR YOUR SERVICES AND
OTHER AGREEMENTS HEREUNDER, DURING YOUR EMPLOYMENT IN THIS POSITION THE COMPANY
SHALL (A) PAY YOU A BASE SALARY (THE "BASE SALARY") OF US $500,000 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 PAID VACATION PER YEAR IN
ACCORDANCE WITH THE COMPANY'S POLICIES (PRORATED FOR PERIODS OF LESS THAN A FULL
YEAR) AND PUBLIC HOLIDAYS BASED ON THE COMPANY'S POLICIES FOR EMPLOYEES BASED IN
MASSACHUSETTS, AND (D) PROVIDE YOU WITH THE OPPORTUNITY TO EARN ANNUAL
PERFORMANCE BASED BONUSES ("PERFORMANCE BASED BONUSES") IN AMOUNTS DETERMINED BY
AND ON THE BASIS OF SATISFACTION OF SUCH PERFORMANCE GOALS AS ARE ESTABLISHED BY
THE COMPENSATION