Exhibit 10.2
MONSTER WORLDWIDE, INC.
622 THIRD AVENUE
NEW YORK, NY 10017
September 8, 2005
Douglas E. Klinger
207 Southeast Road
New Hartford, CT 06057
Dear Doug:
This will confirm our understanding and agreement with respect to your
employment as President - Monster Division North America of Monster
Worldwide, Inc. (the "Company").
You and the Company hereby agree as follows:
1.
COMMENCING SEPTEMBER 12, 2005, THE
COMPANY AGREES TO EMPLOY YOU AND YOU AGREE TO BE EMPLOYED BY THE COMPANY AS
PRESIDENT - MONSTER DIVISION NORTH AMERICA, WITH SUCH DUTIES AND
RESPONSIBILITIES WITH RESPECT TO THE COMPANY AND ITS AFFILIATES AS THE COMPANY'S
CHIEF OPERATING OFFICER ("COO") OR SUCH OTHER PERSON FROM TIME TO TIME
DESIGNATED BY THE COO TO DEAL WITH MATTERS RELATED TO THIS AGREEMENT (THE
"DESIGNEE") 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. YOU AGREE TO
RELOCATE TO WITHIN 40 MILES OF THE COMPANY'S MAYNARD, MA LOCATION AS SOON AS
PRACTICABLE AND ACKNOWLEDGE THAT PRIOR TO THAT RELOCATION YOUR PRIMARY OFFICE
SHALL NEVERTHELESS BE BASED AT THE COMPANY'S MAYNARD, MA LOCATION. IT IS
UNDERSTOOD THAT DURING THE COURSE OF YOUR EMPLOYMENT YOU MAY PROVIDE VOLUNTEER
OR DIRECTOR SERVICES TO CHARITABLE, CIVIC AND EDUCATIONAL ORGANIZATIONS, AND
SERVE AS TRUSTEE, DIRECTOR OR ADVISOR TO ANY FAMILY COMPANIES AND TRUSTS OF YOUR
FAMILY, SO LONG AS ANY AND ALL SUCH ACTIVITIES INDIVIDUALLY OR IN THE AGGREGATE
DO NOT INTERFERE WITH YOUR OBLIGATIONS TO THE COMPANY AND ITS AFFILIATES,
INCLUDING BUT NOT LIMITED TO OBLIGATIONS UNDER THIS AGREEMENT, OBLIGATIONS UNDER
RESTRICTIVE COVENANTS CONTAINED IN THE SPECIFIED OPTION AGREEMENT (DEFINED
BELOW) AND OBLIGATIONS CONTAINED IN THE CONFIDENTIALITY AGREEMENT OF EVEN DATE
HEREWITH.
2.
IN CONSIDERATION FOR YOUR SERVICES AND
OTHER AGREEMENTS HEREUNDER, DURING YOUR EMPLOYMENT THE COMPANY SHALL (A) PAY YOU
A BASE SALARY OF $450,000 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 COMPANY'S BOARD OF DIRECTORS
(THE "COMPENSATION COMMITTEE") UNDER THE COMPANY'S 1999 LONG TERM INCENTIVE PLAN
(OR ANY