Exhibit 10.2
MONSTER WORLDWIDE, INC.
622 THIRD AVENUE
NEW YORK, NY 10017
As of April 1, 2004
Mr. William Pastore
Dear Bill:
This will confirm our understanding and agreement with respect to your continued
employment as Chief Operating 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 CHIEF OPERATING OFFICER, WITH SUCH DUTIES AND RESPONSIBILITIES
WITH RESPECT TO THE COMPANY AND ITS AFFILIATES AS THE COMPANY'S CHIEF EXECUTIVE
OFFICER ("CEO") OR SUCH OTHER PERSON FROM TIME TO TIME DESIGNATED BY THE CEO 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 TO ADHERE TO ANY AND ALL OF THE
EMPLOYMENT POLICIES OF THE COMPANY.
2.
IN CONSIDERATION FOR YOUR SERVICES AND OTHER AGREEMENTS
HEREUNDER, DURING YOUR EMPLOYMENT THE COMPANY SHALL (A) PAY YOU A BASE SALARY OF
$600,000 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), AND (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 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.
3.
YOU MAY TERMINATE THIS AGREEMENT AT ANY TIME UPON 60 DAYS' PRIOR
WRITTEN NOTICE.
THE COMPANY MAY TERMINATE THIS AGREEMENT AT ANY TIME UPON
WRITTEN NOTICE.
THIS AGREEMENT SHALL ALSO TERMINATE AUTOMATICALLY IN THE EVENT
YOU SHOULD DIE OR, IN THE REASONABLE DETERMINATION OF THE COMPANY, BECOME UNABLE
TO PERFORM BY REASON OF PHYSICAL OR MENTAL INCOMPETENCY YOUR OBLIGATIONS
HEREUNDER FOR A PERIOD OF 120 DAYS IN ANY 365 DAY PERIOD.
IT IS UNDERSTOOD AND
AGREED THAT IN THE EVENT THAT THIS AGREEMENT IS TERMINATED BY THE COMPANY IN
ACCORDANCE WITH THE
second sentence of this Section 3 other than for Cause (as defined below), then
subject to (i) your execution and delivery of the Company's then current form of
separation agreement and general release applicable to similarly situated
employees and (ii) the expiration