Exhibits 10.1
MONSTER WORLDWIDE, INC.
622 THIRD AVENUE
NEW YORK, NY 10017
November
20, 2006
Mr. William Pastore
86 Wapoos Trail
Chatham, MA 02633
Dear Bill:
This will confirm our understanding and agreement with respect to your
employment as President and Chief Executive 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 PRESIDENT AND CHIEF EXECUTIVE OFFICER, WITH SUCH DUTIES AND
RESPONSIBILITIES WITH RESPECT TO THE COMPANY AND ITS AFFILIATES AS THE COMPANY'S
BOARD OF DIRECTORS 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 TO ADHERE TO
ANY AND ALL OF THE EMPLOYMENT POLICIES OF THE COMPANY. THE TERM OF THIS
AGREEMENT IS FOR A PERIOD OF ONE (1) YEAR COMMENCING ON OCTOBER 9, 2006;
THEREAFTER, THE TERM OF THIS AGREEMENT SHALL AUTOMATICALLY BE RENEWED FOR
SUCCESSIVE ONE (1) YEAR PERIODS UNLESS EITHER PARTY SHALL GIVE THE OTHER NOTICE
OF NONRENEWAL AT LEAST 45 DAYS PRIOR TO THE EXPIRATION OF THE THEN CURRENT
EMPLOYMENT PERIOD. NOTWITHSTANDING THE FOREGOING, THIS AGREEMENT AND YOUR
EMPLOYMENT WITH THE COMPANY ARE SUBJECT TO TERMINATION AT ANY TIME AS PROVIDED
IN SECTION 3 BELOW.
2.
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, 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
OF DIRECTORS OF THE COMPANY (THE "COMPENSATION COMMITTEE") 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
THE OPPORTUNITY TO PARTICIPATE IN ANY LONG-
TERM EQUITY PLAN FOR SENIOR EXECUTIVE OFFICERS WHICH MAY BE INSTITUTED FROM TIME
TO TIME ON SUCH TERMS AND CONDITIONS AS MAY BE DETERMINED BY THE COMPENSATION
COMMITTEE FROM TIME TO TIME. YOUR BASE SALARY WILL BE REVIEWED ON AN ANNUAL
BASIS, IT BEING UNDERSTOOD THAT ANY INCREASES IN COMPENSATION SHALL BE SUBJECT
TO THE SOLE