2002 AND ANY RIGHTS TO INDEMNIFICATION UNDER ANY
APPLICABLE LAW, THE COMPANY'S CERTIFICATE OF INCORPORATION AND BYLAWS AND ANY
RIGHTS TO COVERAGE UNDER ANY DIRECTORS' AND OFFICERS' LIABILITY POLICIES, AND
(V) EXECUTIVE'S RIGHTS TO SHARES OF COMPANY COMMON STOCK ACQUIRED AT ANY TIME
(A) UPON EXERCISE OF OPTIONS UNDER THE EXISTING OPTION AGREEMENTS, (B) PURSUANT
TO THE STOCK BONUS AGREEMENT, (C) PURSUANT TO THE STOCK BONUS AGREEMENT DATED
MARCH 4, 2002,
(D) IN THE OPEN MARKET OR (E) UNDER THE COMPANY'S 401(K) PLAN.
5.
RECORDS, DOCUMENTS, AND PROPERTY.
EXECUTIVE WILL RETURN TO
THE COMPANY ALL OF THE RECORDS, CORRESPONDENCE, ELECTRONIC AND MAGNETIC STORAGE
MEDIA, DOCUMENTS, REPORTS, FILES AND ALL OTHER PROPERTY, INCLUDING KEYS, OF THE
COMPANY OR ANY OF ITS AFFILIATES, PROMPTLY AFTER EXECUTIVE SIGNS AND DELIVERS
THIS AGREEMENT, PROVIDED HOWEVER, THAT EXECUTIVE MAY RETAIN THE LAPTOP COMPUTER
OWNED BY THE COMPANY THAT WAS PREVIOUSLY PROVIDED FOR EXECUTIVE'S USE. IT IS
UNDERSTOOD AND AGREED THAT THE ONGOING USE OF SUCH LAPTOP WILL BE AT EXECUTIVE'S
SOLE COST AND EXPENSE AND THE COMPANY HEREBY CONVEYS SUCH EQUIPMENT "AS IS"
WITHOUT REPRESENTATION AND WARRANTY OF ANY KIND AND THAT ANY AND ALL DATA ON
SUCH LAPTOP RELATING TO OR OTHERWISE BELONGING TO THE COMPANY OR ANY OF ITS
AFFILIATES SHALL BE PURGED AND DESTROYED IN A MANNER SPECIFIED BY THE COMPANY.
EXECUTIVE WILL NOT RETAIN ANY COPIES, DUPLICATES OR EXCERPTS OF ANY OF THE
AFOREMENTIONED DOCUMENTS OR ITEMS.
6.
REVIEW PERIOD; REVOCATION. EXECUTIVE ACKNOWLEDGES THAT EXECUTIVE HAS BEEN
GIVEN A PERIOD OF 21 DAYS, NOT INCLUDING THE DATE OF RECEIPT, IN WHICH TO
CONSIDER AND SIGN THIS AGREEMENT. IN ADDITION, EXECUTIVE MAY REVOKE THIS
AGREEMENT WITHIN 7 CALENDAR DAYS OF SIGNING. THE AGREEMENT WILL NOT BE EFFECTIVE
OR ENFORCEABLE UNTIL SUCH 7 CALENDAR DAY PERIOD HAS EXPIRED WITHOUT REVOCATION.
TO BE EFFECTIVE, ANY REVOCATION MUST BE IN WRITING AND DELIVERED TO THE MONSTER
WORLDWIDE, INC. AT 622 THIRD AVENUE, 39TH FLOOR, NEW YORK, NY 10017 TO THE
ATTENTION OF MYRON OLESNYCKYJ EITHER BY HAND OR BY MAIL WITHIN THE 7 CALENDAR
DAY PERIOD. IF SENT BY MAIL, THE REVOCATION MUST BE (1) POSTMARKED WITHIN THE 7
CALENDAR DAY PERIOD, (2)PROPERLY ADDRESSED TO THE COMPANY; AND (3) SENT BY
CERTIFIED MAIL, RETURN RECEIPT REQUESTED. AFTER THE 7 CALENDAR DAY REVOCATION
PERIOD HAS PASSED, THIS AGREEMENT SHALL BE IRREVOCABLE. WITHOUT IN ANY WAY
LIMITING THE EFFECT OF REVOCATION BY EXECUTIVE, IN THE EVENT THAT EXECUTIVE
REVOKES THIS AGREEMENT, ANY AMOUNT PAID TO OR FOR THE BENEFIT OF EXECUTIVE UNDER
THE PROVISIONS OF PARAGRAPH 3 ABOVE SHALL PROMPTLY BE RETURNED TO THE COMPANY
AND ANY AMENDMENTS CONTEMPLATED THEREBY SHALL BE INEFFECTIVE.
7.
NON-DISPARAGEMENT. EXECUTIVE AGREES NOT TO DISPARAGE OR DEFAME THE
COMPANY OR ANY OF THE OTHER RELEASEES OR TO MAKE ANY STATEMENTS CONCERNING ANY
OF THE FOREGOING INTENDED TO HARM THE BUSINESS INTERESTS OF THE COMPANY OR ITS
AFFILIATES.
EXECUTIVE RECOGNIZES AND AGREES THAT THIS PROVISION WAS A
SIGNIFICANT INDUCEMENT FOR THE COMPANY TO ENTER INTO THIS AGREEMENT. IN THE
EVENT OF A BREACH