Exhibit 10.2
MONSTER WORLDWIDE, INC.
622 THIRD AVENUE
NEW YORK, NY 10017
April 11, 2007
Mr. William Pastore
86 Wapoos Trail
Chatham, MA 02633
Dear Bill:
This will confirm our understanding and agreement with respect to your
resignation as President and Chief Executive Officer of Monster Worldwide, Inc.
(the "Company") and continued employment by the Company.
You and the Company
hereby agree as follows:
1.
RESIGNATION.
YOUR RESIGNATION AS PRESIDENT AND CHIEF EXECUTIVE
OFFICER OF THE COMPANY AND AS A DIRECTOR OF THE COMPANY IS EFFECTIVE
IMMEDIATELY.
2.
EMPLOYMENT.
THE COMPANY AGREES TO CONTINUE TO EMPLOY YOU AND YOU
AGREE TO CONTINUE TO BE EMPLOYED BY THE COMPANY TO ASSIST THE COMPANY'S
EXECUTIVE OFFICERS WITH THE TRANSITION OF THE FUNCTIONS PERFORMED BY YOU AS
FORMER PRESIDENT AND CHIEF EXECUTIVE OFFICER OF THE COMPANY (THE "TRANSITION").
YOU WILL REPORT DIRECTLY TO THE CHIEF EXECUTIVE OFFICER OF THE COMPANY AND YOU
SHALL NOT BE AN OFFICER OF THE COMPANY.
THE TERM OF YOUR EMPLOYMENT WITH THE
COMPANY SHALL EXPIRE ON JUNE 30, 2007, OR YOUR EARLIER DEATH OR DISABILITY (THE
"TERMINATION DATE").
UNTIL JUNE 30, 2007, YOU AGREE TO FULFILL YOUR DUTIES AS
REQUESTED BY THE COMPANY AND YOU ACKNOWLEDGE THAT SUCH DUTIES MAY OCCUPY
SUBSTANTIALLY ALL OF YOUR BUSINESS TIME AND MAY PREVENT YOU FROM HAVING
EMPLOYMENT OUTSIDE OF THE COMPANY.
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.
FROM JUNE 30, 2007 UNTIL DECEMBER 31, 2007, YOU AGREE TO USE
REASONABLE EFFORTS TO RESPOND TO QUESTIONS OF THE CHIEF EXECUTIVE OFFICER
RELATING TO THE TRANSITION PROVIDED THAT SUCH EFFORTS SHALL NOT MATERIALLY
INTERFERE WITH YOUR EMPLOYMENT OUTSIDE OF THE COMPANY.
3.
COMPENSATION AND BENEFITS. 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, 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, AND (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).
(A)
FOLLOWING THE TERMINATION OF YOUR EMPLOYMENT HEREUNDER, AS
SEVERANCE, YOU (AND YOUR ESTATE IF YOU ARE OR BECOME DECEASED) WILL BE ENTITLED
TO:
(1)
RECEIVE PAYMENTS AT AN ANNUAL RATE OF $800,000 UNTIL THE SECOND
ANNIVERSARY OF THE TERMINATION DATE.
SUCH PAYMENTS DUE TO YOU (OR YOUR ESTATE)
FOR THE PERIOD BEGINNING FROM THE TERMINATION DATE THROUGH THE SIX-MONTH
ANNIVERSARY OF THE TERMINATION DATE WILL BE PAID IN A LUMP-SUM PAYMENT ON THE
FIRST BUSINESS