ANY COMPANY DATA.
6.
REVIEW PERIOD; REVOCATION.
EXECUTIVE ACKNOWLEDGES THAT EXECUTIVE HAS
BEEN GIVEN A PERIOD OF 21 DAYS, NOT INCLUDING THE DATE OF RECEIPT, IN WHICH TO
CONSIDER AND SIGN THIS AGREEMENT. IN ADDITION, EXECUTIVE MAY REVOKE THIS
AGREEMENT WITHIN 7 CALENDAR DAYS OF SIGNING.
THE AGREEMENT WILL NOT BE
EFFECTIVE OR ENFORCEABLE UNTIL SUCH 7 CALENDAR DAY PERIOD HAS EXPIRED WITHOUT
REVOCATION. TO BE EFFECTIVE, ANY REVOCATION MUST BE IN WRITING AND DELIVERED TO
THE MONSTER WORLDWIDE, INC. AT 622 THIRD AVENUE, 39TH FLOOR, NEW YORK, NY 10017
TO THE ATTENTION OF EVAN KORNRICH EITHER BY HAND OR BY MAIL WITHIN THE 7
CALENDAR DAY PERIOD. IF SENT BY MAIL, THE REVOCATION MUST BE (1) POSTMARKED
WITHIN THE 7 CALENDAR DAY PERIOD, (2) PROPERLY ADDRESSED TO THE COMPANY; AND
(3) SENT BY CERTIFIED MAIL, RETURN RECEIPT REQUESTED.
AFTER THE 7 CALENDAR DAY
REVOCATION PERIOD HAS PASSED, THIS AGREEMENT SHALL BE IRREVOCABLE.
WITHOUT IN
ANY WAY LIMITING THE EFFECT OF REVOCATION BY EXECUTIVE, IN THE EVENT THAT
EXECUTIVE REVOKES THIS AGREEMENT, ANY AMOUNT PAID TO OR FOR THE BENEFIT OF
EXECUTIVE UNDER THE PROVISIONS OF PARAGRAPH 3 ABOVE SHALL PROMPTLY BE RETURNED
TO THE COMPANY.
7.
CONFIDENTIALITY; NON-DISPARAGEMENT. EXECUTIVE AGREES TO TREAT THE TERMS
AND EXISTENCE OF THIS AGREEMENT AS ABSOLUTELY CONFIDENTIAL, AND NOT TO DISCLOSE
THE TERMS OR EXISTENCE HEREOF TO ANYONE EXCEPT EXECUTIVE'S ATTORNEY, ACCOUNTANT,
TAX ADVISOR, IMMEDIATE FAMILY, OR EXCEPT AS MAY BE REQUIRED BY LAW OR AGREED TO
IN WRITING BY THE COMPANY, PROVIDED THAT EXECUTIVE WILL CAUSE EACH OF SUCH
INDIVIDUALS AND ENTITIES TO KEEP SUCH TERMS CONFIDENTIAL. IN THE EVENT
DISCLOSURE OF ANY SUCH INFORMATION IS REQUIRED OR PURPORTEDLY REQUIRED BY LAW,
EXECUTIVE WILL PROVIDE THE COMPANY WITH PROMPT NOTICE OF ANY SUCH REQUIREMENT SO
THAT THE COMPANY MAY SEEK AN APPROPRIATE PROTECTIVE ORDER. EXECUTIVE AGREES NOT
TO DISPARAGE OR DEFAME THE COMPANY OR ANY OF THE OTHER RELEASEES OR TO MAKE ANY
STATEMENTS CONCERNING ANY OF THE FOREGOING INTENDED TO OR WHICH MAY REASONABLY
BE DEEMED TO HARM THE BUSINESS INTERESTS OF,
3
OR TO FACILITATE THE PURSUIT OF ANY CLAIMS AGAINST, THE COMPANY OR ITS
AFFILIATES. EXECUTIVE RECOGNIZES AND AGREES THAT THIS PROVISION WAS A
SIGNIFICANT INDUCEMENT FOR THE COMPANY TO ENTER INTO THIS AGREEMENT. IN THE
EVENT OF A BREACH BY EXECUTIVE OF ANY OF THE MATERIAL TERMS OF THIS AGREEMENT,
INCLUDING BUT NOT LIMITED TO THIS PARAGRAPH 7, AND WITHOUT IN ANY WAY LIMITING
THE COMPANY'S REMEDIES FOR ANY SUCH BREACH, EXECUTIVE WILL AUTOMATICALLY FORFEIT
ANY OUTSTANDING PAYMENTS DUE UNDER PARAGRAPH 3 ABOVE. EXECUTIVE FURTHER AGREES
TO INDEMNIFY AND HOLD THE RELEASEES HARMLESS FROM AND AGAINST ANY AND ALL
LOSSES, LIABILITIES, DAMAGES AND EXPENSES (INCLUDING BUT NOT LIMITED TO
REASONABLE ATTORNEYS' FEES) ANY RELEASEE MAY SUFFER OR INCUR ARISING OUT OF OR
IN CONNECTION WITH ANY BREACH OF A REPRESENTATION OR AGREEMENT OF EXECUTIVE
HEREUNDER. THE COMPANY'S MANAGEMENT AND HR PERSONNEL AGREE NOT TO DISPARAGE
EXECUTIVE TO ANY PROSPECTIVE EMPLOYER OR TO THE MEDIA.
8.
RESTRICTIVE COVENANTS.
AS