Exhibit 10.1
AGREEMENT
THIS AGREEMENT (the "Agreement") dated as of July 14, 2005 between Jeffrey C.
Taylor ("Executive") and Monster Worldwide, Inc., a Delaware corporation
formerly known as TMP Worldwide Inc. (the "Company").
The purpose of this Agreement is to set forth the terms and conditions under
which Executive and the Company will terminate their employment relationship.
In consideration of the mutual promises of the parties made below, the parties
agree as follows:
1.
SEPARATION; EMPLOYMENT THROUGH
EFFECTIVE DATE.
(A)
EXECUTIVE'S SEPARATION FROM THE COMPANY AND
EACH OF ITS AFFILIATES (AS DEFINED BELOW) IS EFFECTIVE AT 5:00 P.M. ON AUGUST 1,
2005 (THE "EFFECTIVE DATE") AND AS OF SUCH DATE AND TIME EXECUTIVE HEREBY
RESIGNS EACH AND EVERY POSITION AS EMPLOYEE, OFFICER AND/OR DIRECTOR OF THE
COMPANY AND EACH OF ITS AFFILIATES, INCLUDING WITHOUT LIMITATION AS FOUNDER AND
CHIEF MONSTER.
(B)
UNTIL THE EFFECTIVE DATE, EXECUTIVE SHALL
SERVE AS CHIEF MONSTER OF MONSTER, INC. (FORMERLY KNOWN AS TMP INTERACTIVE INC.)
ON THE TERMS AND CONDITIONS SET FORTH HEREIN. EXECUTIVE'S DUTIES AND
RESPONSIBILITIES SHALL CONSIST SOLELY OF THOSE OF AN EXECUTIVE NATURE THAT MAY
BE REASONABLY REQUESTED OF EXECUTIVE FROM TIME TO TIME BY THE COMPANY'S CHIEF
EXECUTIVE OFFICER (THE "CEO") OR SUCH OTHER PERSON FROM TIME TO TIME DESIGNATED
BY THE CEO TO DEAL WITH MATTERS RELATING TO THIS AGREEMENT (THE "DESIGNEE"). IT
IS UNDERSTOOD THAT NO COMMITMENT IS MADE AS TO THE AMOUNT OR LEVEL OF
EXECUTIVE'S DUTIES AND RESPONSIBILITIES, AND THAT EXECUTIVE'S OBLIGATIONS SHALL
ARISE, IF AT ALL, ONLY IF, AS AND WHEN REQUESTED BY THE CEO OR THE DESIGNEE AND
THAT ANY SUCH SERVICES MAY BE PERFORMED FROM ANY LOCATION (INCLUDING EXECUTIVE'S
HOME) AS REASONABLY DIRECTED BY THE CEO OR THE DESIGNEE. EXECUTIVE AGREES TO
PERFORM ANY DUTIES AND RESPONSIBILITIES ASSIGNED TO EXECUTIVE TO THE BEST OF
EXECUTIVE'S 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 AND ITS AFFILIATES. EXECUTIVE AGREES NOT TO TAKE ANY ACTIONS FOR OR ON
BEHALF OF THE COMPANY OR ANY OF ITS AFFILIATES, NOR BIND THE COMPANY OR ANY OF
ITS AFFILIATES, IN ANY WAY, EXCEPT WITH THE PRIOR WRITTEN CONSENT OF THE CEO OR
THE DESIGNEE.
2.
PAYMENTS.
THE COMPANY AND EXECUTIVE
AGREE THAT THE FOLLOWING PAYMENTS SHALL BE OR HAVE BEEN MADE AND BENEFITS SHALL
BE OR HAVE BEEN PROVIDED TO EXECUTIVE BY THE COMPANY:
(A)
REGULAR PAYROLL CHECKS THROUGH AUGUST 1,
2005 AND, SUBJECT TO CLAUSES (B) AND (C) BELOW, ALL EMPLOYEE BENEFITS REGULARLY
PROVIDED WHICH HAVE ACCRUED THROUGH SUCH DATE; AND
(B)
ON OR BEFORE MARCH 22, 2006, TO PROVIDE
EXECUTIVE PAYMENT, IF ANY, OF 7/12THS OF THE PERFORMANCE BONUS THAT WOULD HAVE
BEEN PAYABLE TO EXECUTIVE HAD HE REMAINED IN THE EMPLOYMENT OF THE COMPANY OR
ONE OF ITS AFFILIATES THROUGH DECEMBER 31, 2005, SUBJECT TO EACH AND EVERY THE
TERM AND CONDITION SET BY THE COMPENSATION COMMITTEE