COMMITTEE OF THE BOARD UNDER THE COMPANY'S 1999 LONG TERM
INCENTIVE PLAN (OR ANY SIMILAR OR SUCCESSOR PLAN) AND/OR THE COO OR THE DESIGNEE
WITHIN 90 DAYS OF THE COMMENCEMENT OF THE APPLICABLE CALENDAR YEAR PERIOD
(EXCEPT THAT THE BONUS PLAN FOR THE BALANCE OF 2005 SHALL CONTINUE TO BE THE
2005 MONSTER MANAGEMENT INCENTIVE PLAN THAT IS CURRENTLY IN EFFECT FOR YOU,
INCLUDING THE EXISTING SPECIFIC MONSTER DIVISION REVENUE AND PROFIT GOALS,
COMPANY EPS GOALS AND INDIVIDUAL MBOS). YOU WILL ALSO BE PROVIDED WITH A GRANT
OF SHARES OF COMMON STOCK OF THE COMPANY, SUBJECT TO THE ATTAINMENT OF
PERFORMANCE GOALS, VESTING AND OTHER TERMS AND CONDITIONS OF THE STOCK BONUS
AGREEMENT ATTACHED AS EXHIBIT A HERETO (THE "STOCK BONUS AGREEMENT"). AS YOU ARE
AWARE, THE COMPANY IS CONSIDERING THE POSSIBLE ADOPTION OF A LONG-TERM EQUITY
PLAN FOR SENIOR EXECUTIVE OFFICERS AND IF SUCH PLAN IS INSTITUTED YOU SHALL ALSO
BE ABLE TO PARTICIPATE IN THAT PLAN.
3.
YOU MAY TERMINATE THIS AGREEMENT AT ANY
TIME UPON 60 DAYS' PRIOR WRITTEN NOTICE, PROVIDED THAT THE COMPANY MAY
ACCELERATE THE EFFECTIVE DATE OF ANY SUCH TERMINATION BY YOU TO ANY DATE,
INCLUDING BUT NOT LIMITED TO THE DATE ON WHICH SUCH WRITTEN NOTICE IS RECEIVED
BY THE COMPANY.
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 (X) BY THE COMPANY IN
ACCORDANCE WITH THE SECOND SENTENCE OF THIS SECTION 3 OTHER THAN FOR "CAUSE" (AS
DEFINED BELOW), (Y) BY YOU UPON WRITTEN NOTICE WITHIN TWELVE MONTHS OF A "CHANGE
IN CONTROL" (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 OF ANY
RESCISSION PERIOD PROVIDED THEREBY (WITHOUT THE RESCISSION HAVING BEEN
EXERCISED), YOU SHALL, AS YOUR SOLE AND EXCLUSIVE REMEDY, BE ENTITLED TO
(I) RECEIVE AS SEVERANCE YOUR THEN APPLICABLE BASE SALARY HEREUNDER FOR A PERIOD
OF TWELVE MONTHS (THE "SPECIFIED PERIOD"), PAYABLE IN REGULAR INSTALLMENTS IN
ACCORDANCE WITH THE COMPANY'S APPLICABLE PAYROLL PRACTICE FOR SALARIED EMPLOYEES
AND (II) DURING THE SPECIFIED PERIOD, HAVE THE COMPANY MAKE AVAILABLE TO YOU
(AND/OR PAY COBRA PREMIUMS ON) MEDICAL AND DENTAL BENEFITS ON THE SAME TERMS AND
CONDITIONS (INCLUDING PREMIUM CONTRIBUTION TERMS) AS WOULD HAVE BEEN MADE
AVAILABLE TO YOU HAD YOU REMAINED EMPLOYED BY THE COMPANY DURING SUCH PERIOD.
EXCEPT AS EXPRESSLY PROVIDED IN THE PRECEDING SENTENCE OR IN SECTIONS 4 OR 6
BELOW, IN THE EVENT OF THE TERMINATION OF THIS AGREEMENT OR YOUR EMPLOYMENT FOR
ANY REASON, THE COMPANY SHALL HAVE NO FURTHER OBLIGATIONS TO YOU HEREUNDER OR
WITH RESPECT TO YOUR EMPLOYMENT FROM