THAT EXECUTIVE HAS NOT RELIED ON ANY
REPRESENTATION OR STATEMENT OF THE COMPANY OR ANY OTHER RELEASEE WHICH IS NOT
SET FORTH IN THIS AGREEMENT.
12.
GENERAL.
THIS AGREEMENT (I) CONSTITUTES THE
ENTIRE AGREEMENT BETWEEN THE PARITIES WITH RESPECT TO THE SUBJECT MATTER HEREOF
AND TERMINATES, SUPERSEDES AND PREEMPTS ANY PREVIOUS ORAL OR WRITTEN
ARRANGEMENTS OR UNDERSTANDINGS RELATING THERETO, IT BEING UNDERSTOOD THAT EXCEPT
FOR THE PROVISIONS OF SECTIONS 3 THROUGH 6 OF THE EMPLOYMENT AGREEMENT, AS SUCH
SECTIONS ARE MODIFIED BY PARAGRAPH 8 OF THIS AGREEMENT, THE EMPLOYMENT AGREEMENT
IS HEREBY TERMINATED AND OF NO FURTHER FORCE OR EFFECT, (II) MAY BE SIGNED IN
COUNTERPARTS, (III) SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK,
WITHOUT REGARD TO ITS CONFLICT OF LAWS RULES, (IV) MAY NOT BE AMENDED,
TERMINATED, EXTENDED OR WAIVED ORALLY, AND (V) MAY NOT BE ASSIGNED, IN WHOLE OR
IN PART, BY EXECUTIVE. PARAGRAPH HEADINGS ARE FOR CONVENIENCE ONLY AND DO NOT
AFFECT THE MEANING OF ANY PROVISIONS OF THIS AGREEMENT. THIS AGREEMENT MAY BE
TERMINATED BY THE COMPANY BY WRITTEN NOTICE TO EXECUTIVE C/O THE FEINBERG LAW
GROUP, LLC, 57 RIVER STREET, SUITE 204, WELLESLEY, MA 02481, PRIOR TO AUGUST 1,
2005 ONLY FOR "CAUSE" (AS DEFINED IN SECTION 1.4 OF THE EMPLOYMENT AGREEMENT, IT
BEING UNDERSTOOD THAT REFERENCES IN THAT DEFINITION TO "RESTRICTIVE COVENANTS"
SHALL BE DEEMED A REFERENCE TO THE PROVISIONS OF PARAGRAPH 8 OF THIS AGREEMENT
AND REFERENCES IN THAT DEFINITION TO "THIS AGREEMENT" SHALL BE DEEMED A
REFERENCE TO THIS AGREEMENT).
13.
VOLUNTARY AND KNOWING ACTION.
EXECUTIVE
ACKNOWLEDGES THAT EXECUTIVE HAS BEEN ADVISED TO CONSULT WITH AND ACTUALLY HAS
CONSULTED WITH AN ATTORNEY PRIOR TO EXECUTING THIS AGREEMENT. EXECUTIVE FURTHER
ACKNOWLEDGES THAT EXECUTIVE HAS READ THIS AGREEMENT CAREFULLY AND UNDERSTANDS
ALL OF ITS TERMS, AND IS SIGNING THIS AGREEMENT KNOWINGLY AND VOLUNTARILY AND
WITH THE FULL INTENT OF, AMONG OTHER THINGS, RELEASING THE COMPANY AND CERTAIN
OTHER PARTIES OF ALL KNOWN AND UNKNOWN CLAIMS.
7
IN WITNESS WHEREOF, the parties hereto have executed this Agreement to be
effective as of the date first above written.
Dated: July 14, 2005
/s/ Jeffrey C. Taylor
Jeffrey C. Taylor
Dated: July 14, 2005
/s/ Myron Olesnyckyj
Monster Worldwide, Inc.
Name: Myron Olesnyckyj
Title: Senior Vice President
As to Section 1, Section 8 and clause (i) of
Section 12 only:
Dated: July 14, 2005
/s/ Myron Olesnyckyj
Monster, Inc.
Name:
Myron Olesnyckyj
Title:
Senior Vice President
8
Schedule 1
General Release
1.
General Release.
In consideration of
the obligations of Monster Worldwide, Inc., a Delaware corporation formerly
known as TMP Worldwide Inc. (the "Company") in Paragraph 3 of the Agreement
dated as of July 14, 2005 between Jeffrey C. Taylor ("Executive") and the
Company (the "Prior Agreement"), and as a material inducement to the Company to
enter into the Prior Agreement, Executive, on behalf of Executive, Executive's
heirs, estate, executors, administrators, successors and assigns, does hereby
irrevocably and unconditionally release, acquit and forever discharge each of
the Releasees (as defined