1
to Employment Agreement dated October 31, 2001, among the Company,
3
Monster, Inc. and Executive (collectively, the "Employment Agreement"), any
prior employment agreement (including but not limited to the Employment
Agreement dated as of November 10, 1995), any offer letters and, except as
provided in the next paragraph, any and all rights and claims to options or
other equity interests in the Company or any of its Affiliates.
AS USED IN THIS AGREEMENT, THE TERM "RELEASEES" IS A COLLECTIVE REFERENCE TO THE
COMPANY, MONSTER, INC., ADION, INC., ADION INFORMATION SERVICES, INC., AND HGI
ACQUISITION CORP., AND EACH OF THEIR RESPECTIVE PRESENT, FORMER AND FUTURE
STOCKHOLDERS, SUBSIDIARIES, AFFILIATES, SUCCESSORS, ASSIGNS AND EMPLOYEE BENEFIT
PLANS, AND EACH OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, TRUSTEES,
REPRESENTATIVES, INSURERS AND AGENTS, EACH IN THEIR OFFICIAL AND INDIVIDUAL
CAPACITIES.
AS USED IN THIS AGREEMENT, THE TERM "AFFILIATES" IS A REFERENCE TO
ALL AFFILIATES WITHIN THE MEANING OF RULE 405 UNDER THE SECURITIES ACT OF 1933,
AS AMENDED. NOTWITHSTANDING ANYTHING IN THIS PARAGRAPH 3 TO THE CONTRARY,
NOTHING IN THIS PARAGRAPH 3 SHALL BE DEEMED TO BE A RELEASE OF (I) EXECUTIVE'S
VESTED RIGHTS, IF ANY, UNDER THE COMPANY'S 401(K) PLAN, (II) EXECUTIVE'S RIGHTS
UNDER THIS AGREEMENT AND UNDER THE CONSULTING AGREEMENT DATED AS OF THE DATE
HEREOF (THE "CONSULTING AGREEMENT"), (III) EXECUTIVE'S RIGHTS UNDER THE
SPECIFIED OPTION AGREEMENTS, EACH AS MODIFIED IN ACCORDANCE WITH PARAGRAPH 2
HEREOF, (IV) EXECUTIVE'S RIGHTS UNDER THE INDEMNITY AGREEMENT BETWEEN EXECUTIVE
AND THE COMPANY DATED AS OF SEPTEMBER 16, 1996 AND ANY RIGHTS TO INDEMNIFICATION
UNDER ANY APPLICABLE LAW, THE COMPANY'S CERTIFICATE OF INCORPORATION AND BYLAWS
AND ANY RIGHTS TO COVERAGE UNDER ANY DIRECTORS' AND OFFICERS' LIABILITY
POLICIES, AND (V) EXECUTIVE'S RIGHTS TO SHARES OF COMPANY COMMON STOCK ACQUIRED
AT ANY TIME (A) UPON EXERCISE OF OPTIONS UNDER THE SPECIFIED OPTION AGREEMENTS
OR THE OPTION AGREEMENTS DATED JANUARY 3, 1996, JANUARY 6, 1997 (TWO
AGREEMENTS), DECEMBER 12, 1997, OR DECEMBER 9, 1998 (THE FOREGOING OPTION
AGREEMENTS OTHER THAN THE SPECIFIED OPTION AGREEMENTS ARE SOMETIMES REFERRED TO
HEREIN AS THE "OTHER OPTION AGREEMENTS"), (B) IN THE OPEN MARKET OR (C) UNDER
THE COMPANY'S 401(K) PLAN.
5.
Second Release; Records, Documents and Property.
(A)
DURING THE PERIOD COMMENCING MONDAY,
AUGUST 1, 2005 AND ENDING AT 5:00 P.M. ON MONDAY, AUGUST 15, 2005 (THE
"SPECIFIED PERIOD"), AND PROVIDED THAT THIS AGREEMENT HAS NOT THERETOFORE BEEN
TERMINATED IN ACCORDANCE WITH PARAGRAPH 12 BELOW, EXECUTIVE MAY CHOOSE TO
PROPERLY EXECUTE, DATE AND DELIVER TO THE COMPANY NO LESS THAN TWO ORIGINALS OF
A GENERAL RELEASE IN EXACTLY THE FORM OF SCHEDULE 1 HERETO (THE "SECOND
RELEASE"), IT BEING UNDERSTOOD THAT THE DATE REFLECTED THEREON MUST BE A DATE
WITHIN THE SPECIFIED PERIOD. DELIVERY MUST BE MADE TO THE ATTENTION OF EITHER
ANDREW J. MCKELVEY OR MYRON OLESNYCKYJ AT MONSTER WORLDWIDE, INC., 622 THIRD
AVENUE, 39TH FLOOR, NEW YORK, NY 10017.
(B)
ON OR BEFORE THE EFFECTIVE DATE BUT SUBJECT
TO THE REMAINING PROVISIONS OF THIS PARAGRAPH 5(B), (I) EXECUTIVE WILL RETURN TO
THE COMPANY