SECTION 10 OR TO CONFIRM OR REGISTER THE COMPANY'S RIGHTS IN
THE DELIVERABLES.
THE DELIVERABLES, OR THE CONTENT THEREOF, SHALL NOT BE USED,
SOLD, LICENSED OR DISCLOSED BY CONSULTANT OR YOU UNDER ANY CIRCUMSTANCES.
11.
NOTICES.
ALL NOTICES, DEMANDS OR OTHER COMMUNICATIONS TO BE GIVEN
OR DELIVERED UNDER OR BY REASON OF THIS AGREEMENT SHALL BE IN WRITING AND SHALL
BE DEEMED TO HAVE BEEN PROPERLY SERVED IF DELIVERED PERSONALLY, BY COURIER, OR
BY CERTIFIED OR REGISTERED MAIL, RETURN RECEIPT REQUESTED AND FIRST CLASS
POSTAGE PREPAID, IN CASE OF NOTICE TO THE COMPANY, TO THE ATTENTION OF THE BOARD
OF DIRECTORS AT THE ADDRESS SET FORTH ON THE FIRST PAGE OF THIS AGREEMENT (WITH
A COPY TO GENERAL COUNSEL, MONSTER WORLDWIDE, INC., 622 THIRD AVENUE, 39TH
FLOOR, NEW YORK, NY 10017) AND IN THE CASE OF NOTICES TO YOU TO YOUR OFFICE OR
RESIDENCE ADDRESS, OR SUCH OTHER ADDRESSES AS THE RECIPIENT PARTY HAS SPECIFIED
BY PRIOR WRITTEN NOTICE TO THE SENDING PARTY.
ALL SUCH NOTICES AND
COMMUNICATIONS SHALL BE DEEMED RECEIVED UPON THE ACTUAL DELIVERY THEREOF IN
ACCORDANCE WITH THE FOREGOING.
12.
ASSIGNMENT.
YOU MAY NOT ASSIGN OR DELEGATE THIS AGREEMENT OR ANY
OF YOUR RIGHTS OR OBLIGATIONS HEREUNDER WITHOUT THE PRIOR WRITTEN CONSENT OF THE
COMPANY.
THE COMPANY'S PROMISES TO YOU IN THIS AGREEMENT ARE BINDING ON ALL
SUCCESSORS AND ASSIGNS OF THE COMPANY AND ITS BUSINESSES.
ALL REFERENCES IN
THIS AGREEMENT TO PRACTICES OR POLICIES OF THE COMPANY ARE REFERENCES TO SUCH
PRACTICES OR POLICIES AS MAY BE IN EFFECT FROM TIME TO TIME.
13.
ENTIRE AGREEMENT.
THIS AGREEMENT (I) CONSTITUTES THE ENTIRE
AGREEMENT BETWEEN THE PARTIES WITH RESPECT TO THE SUBJECT MATTER HEREOF AND
SUPERSEDES ANY PREVIOUS ARRANGEMENTS RELATING THERETO, AS WELL AS ANY PREVIOUS
ARRANGEMENTS RELATING TO EMPLOYMENT BETWEEN YOU AND ANY OF THE COMPANY'S
AFFILIATES, INCLUDING BUT NOT LIMITED TO (X) ANY CONSULTING ARRANGEMENT, (Y) THE
EMPLOYMENT AGREEMENT BETWEEN YOU AND THE COMPANY DATED AS OF APRIL 1, 2004, AS
SUCH EMPLOYMENT AGREEMENT WAS AMENDED BY THE LETTERS DATED AS OF SEPTEMBER 8,
2005 AND AS OF FEBRUARY 7, 2006, AND (Z) THE EMPLOYMENT AGREEMENT BETWEEN YOU
AND THE COMPANY DATED AS OF NOVEMBER 20, 2006, (II) MAY BE SIGNED IN
COUNTERPARTS, (III) SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK
(OTHER THAN THE CONFLICTS OF LAWS PROVISIONS THEREOF) AND (IV) MAY NOT BE
AMENDED, TERMINATED, EXTENDED OR WAIVED ORALLY.
PLEASE UNDERSTAND THAT YOUR
EMPLOYMENT WILL BE ON AN "AT WILL" BASIS (IF YOUR EMPLOYMENT IS TERMINATED BY
THE COMPANY FOR ANY REASON PRIOR TO JUNE 30, 2007, THE PROVISIONS OF THIS
AGREEMENT SHALL REMAIN IN FULL FORCE AND EFFECT, INCLUDING, WITHOUT LIMITATION,
YOUR ENTITLEMENT TO SEVERANCE PURSUANT TO SECTION 3, AND THE "TERMINATION DATE"
AS USED HEREIN SHALL BE THE DATE OF SUCH TERMINATION OF YOUR EMPLOYMENT).
NOTHING IN THIS LETTER SHOULD BE CONSTRUED AS CREATING ANY OTHER TYPE OF
EMPLOYMENT RELATIONSHIP.
FOR THE AVOIDANCE OF DOUBT, THIS AGREEMENT WILL NOT
CHANGE ANY RIGHTS YOU HAVE UNDER THE INDEMNIFICATION