OF THE COO AT MONSTER, 5 CLOCK TOWER PLACE, MAYNARD,
MA 01754 (WITH A COPY TO MYRON OLESNYCKYJ, MONSTER WORLDWIDE, INC., 622 THIRD
AVENUE, 39TH FLOOR, NEW YORK, NY 10017) AND IN THE CASE
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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.
8.
YOU MAY NOT ASSIGN OR DELEGATE THIS
AGREEMENT OR ANY OF YOUR RIGHTS OR OBLIGATIONS HEREUNDER WITHOUT THE PRIOR
WRITTEN CONSENT OF THE COMPANY.
SUBJECT TO THE FOREGOING, THE TERMS AND
PROVISIONS OF THIS AGREEMENT SHALL BE BINDING UPON AND INURE TO THE BENEFIT OF
AND BE ENFORCEABLE BY THE RESPECTIVE HEIRS, EXECUTORS, ADMINISTRATORS,
SUCCESSORS AND ASSIGNS OF THE PARTIES HERETO. 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. ANY AMOUNT PAYABLE TO YOU UNDER
THIS AGREEMENT IS STATED IN GROSS AMOUNT AND SHALL BE SUBJECT TO ALL APPLICABLE
WITHHOLDING TAXES, OTHER NORMAL PAYROLL DEDUCTIONS AND OTHER AMOUNTS REQUIRED BY
LAW OR AUTHORIZED BY YOU TO BE WITHHELD.
9.
THIS AGREEMENT (I) CONSTITUTES THE
ENTIRE AGREEMENT BETWEEN THE PARTIES WITH RESPECT TO THE SUBJECT MATTER HEREOF
AND SUPERSEDES ANY PREVIOUS UNDERSTANDINGS AND ARRANGEMENTS RELATING THERETO, AS
WELL AS ANY PREVIOUS UNDERSTANDINGS AND ARRANGEMENTS RELATING TO EMPLOYMENT
BETWEEN YOU AND ANY OF THE COMPANY'S AFFILIATES, (II) MAY BE SIGNED IN
COUNTERPARTS, (III) SHALL BE GOVERNED BY THE LAWS OF THE COMMONWEALTH OF
MASSACHUSETTS (OTHER THAN THE CONFLICTS OF LAWS PROVISIONS THEREOF) AND (IV) MAY
NOT BE AMENDED, TERMINATED, EXTENDED OR WAIVED ORALLY.
PLEASE UNDERSTAND THAT
WHILE IT IS OUR HOPE THAT OUR RELATIONSHIP WILL BE A LONG ONE, YOUR EMPLOYMENT
WILL BE ON AT "AT WILL" BASIS. NOTHING IN THIS LETTER SHOULD BE CONSTRUED AS
CREATING ANY OTHER TYPE OF EMPLOYMENT RELATIONSHIP.
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Please sign the additional originally executed copy of this letter in the space
provided for your signature below to indicate your acceptance and agreement with
the terms of this letter agreement and return one fully executed original to me.
Very truly yours,
MONSTER WORLDWIDE, INC.
By:
/s/ Myron Olesnyckyj
Name:
Myron Olesnyckyj
Title:
Senior Vice President
Accepted and agreed:
/s/ Douglas E. Klinger
Douglas E. Klinger
Date:
9/9/05
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