Exhibit 10.2
MONSTER WORLDWIDE, INC.
622 THIRD AVENUE
NEW YORK, NY 10017
March 14, 2005
Mr. Charles C. Baker
Dear Charles:
This will confirm our understanding and agreement with respect to your
employment as Senior Vice President-Chief Financial 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 SENIOR VICE PRESIDENT-CHIEF FINANCIAL OFFICER, WITH SUCH DUTIES
AND RESPONSIBILITIES WITH RESPECT TO THE COMPANY AND ITS AFFILIATES AS THE
COMPANY'S CHIEF EXECUTIVE OFFICER ("CEO") OR BOARD OF DIRECTORS (THE "BOARD")
SHALL REASONABLY DIRECT.
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.
2.
IN CONSIDERATION FOR YOUR SERVICES AND OTHER AGREEMENTS
HEREUNDER, DURING YOUR EMPLOYMENT THE COMPANY SHALL (A) PAY YOU A BASE SALARY OF
$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 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
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 WITH REIMBURSEMENT OF ALL REASONABLE MOVING AND RELOCATION
EXPENSES IN CONNECTION WITH THE RELOCATION OF YOU AND YOUR FAMILY FROM THE WEST
COAST TO THE NEW YORK CITY AREA. YOU WILL ALSO BE PROVIDED WITH A GRANT OF
50,000 SHARES OF COMMON STOCK OF THE COMPANY IN ACCORDANCE WITH THE VESTING AND
OTHER TERMS AND CONDITIONS OF THE STOCK BONUS AGREEMENT ATTACHED AS EXHIBIT A
HERETO (THE "STOCK BONUS AGREEMENT"). AS YOU ARE AWARE, THE COMPANY IS
CONSIDERING THE
POSSIBLE ADOPTION OF A LONG-TERM EQUITY PLAN FOR SENIOR EXECUTIVE OFFICERS AND
IF SUCH PLAN IS INSTITUTED YOU SHALL ALSO BE ABLE TO PARTICIPATE IN THAT PLAN.
3.
YOU MAY TERMINATE THIS AGREEMENT AT ANY TIME UPON 60 DAYS' PRIOR
WRITTEN NOTICE.
THE COMPANY MAY TERMINATE THIS AGREEMENT AT ANY TIME UPON
WRITTEN NOTICE.
THIS AGREEMENT SHALL ALSO TERMINATE AUTOMATICALLY IN THE EVENT
YOU SHOULD DIE OR, IN THE