Exhibit 10.1
EMPLOYMENT
AGREEMENT
THIS AGREEMENT, effective as of
April 11, 2007 (the “Effective Date”), is made by and
between Monster Worldwide, Inc., a Delaware corporation (the
“Company”), and Salvatore Iannuzzi (the
“Executive”).
RECITALS:
A.
The Company desires to employ the
Executive as its Chairman of the Board and Chief Executive Officer;
and
B.
The Executive desires to commit
himself to serve the Company on the terms herein
provided.
NOW, THEREFORE, in consideration of
the foregoing and of the respective covenants and agreements set
forth below, the parties hereto agree as follows:
1.
Certain
Definitions .
(a)
“Affiliate” shall mean,
with respect to any Person, any other Person directly or
indirectly, through one or more intermediaries, controlling,
controlled by, or under common control with, such Person. For
purposes of this Section 1(a), “control” shall have the
meaning given such term under Rule 405 of the Securities Act of
1933, as amended.
(b)
“Annual Base Salary”
shall have the meaning set forth in Section 5(a).
(c)
“Board” shall mean the
Board of Directors of the Company.
(d)
“Bonus” shall have the
meaning set forth in Section 5(b).
(e)
The Company shall have
“Cause” to terminate the Executive’s employment
upon:
(i)
the Executive’s willful
misconduct or gross negligence in the performance of his duties
hereunder, or his willful failure to attempt in good faith to carry
out, or comply with, in any material respect any lawful and
reasonable written directive of the Board or the Executive’s
willful material violation of the Company’s statement of
corporate policy and code of conduct at any time after such
statement and code have been adopted by the Board and have been set
forth in writing and delivered to the Executive;
(ii)
the Executive’s unlawful use
(including being under the influence) of illegal drugs on the
Company’s premises or while performing the Executive’s
duties and responsibilities;
(iii)
the Executive’s failure or
refusal to reasonably cooperate with any governmental/regulatory
authority having jurisdiction over the Executive and the
Company;
(iv)
the Executive’s material
breach of this Agreement;
(v)
the Executive’s intentional
commission at any time in the performance of his duties hereunder
of any act of fraud, embezzlement, misappropriation of Company
property, moral turpitude or breach of fiduciary duty against the
Company that has a material adverse effect on the Company;
or
(vi)
the Executive’s commission of
a felony, other than as a result of vicarious liability or as a
result of a traffic violation.
No termination of the
Executive’s employment hereunder by the Company for Cause
shall be effective as a termination for Cause unless the provisions
of this paragraph shall first have been complied with. The
Executive shall be given written notice by the Board, with such
notice stating in reasonable detail the particular circumstances
that constitute the grounds on which the proposed termination for
Cause is based. The Executive shall have thirty (30) days
after receipt of such notice to fully cure such alleged
violation. If he fails to cure such alleged violation within
such thirty (30)-day period, the Executive shall then be entitled
to a hearing in person (together with counsel) before the full
Board. If after such hearing, the Board gives written notice
to the Executive confirming that a majority of the members of the
full Board voted after the hearing to terminate him for Cause, the
Executive’s employment shall thereupon be terminated for
Cause. For purposes hereof, no act or omission shall be
deemed to be “willful” if such act or omission was
taken (or omitted) in the good faith belief that such is in the
best interests of, or not opposed to the best interests of, the
Company or if such act or omission resulted from the
Executive’s physical or mental incapacity.
(f)
“Change in Control”
shall occur when:
(i)
A Person (which term, when used in
this Section 1(f), shall not include the Company, any underwriter
temporarily holding securities pursuant to an offering of such
securities, any trustee or other fiduciary holding securities under
an employee benefit plan of the Company, any Company owned,
directly or indirectly, by the stockholders of the Company in
substantially the same proportions as their ownership of Voting
Stock of the Company or Andrew McKelvey or his Affiliates;
provided, however, if Andrew McKelvey or his Affiliates becomes
part of a “group” then such group may be included in
the definition of Person in this subparagraph) is or becomes,
without the prior consent of a majority of the Continuing
Directors, the beneficial owner (as defined in Rule 13d-3
promulgated under the Securities Exchange Act of 1934, as amended),
directly or indirectly, of Voting Stock representing twenty-five
percent (25%) (or, even with such prior consent, forty percent
(40%)) or more of the combined voting power for election of
directors of the Company’s then outstanding securities;
or
(ii)
The Company consummates a
reorganization, merger or consolidation of the Company (which prior
to the date of such consummation has been approved by the
Company’s stockholders) or the Company sells, or otherwise
disposes of, all or substantially all of the Company’s
property and assets (other than a reorganization,
merger,
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consolidation or sale which would
result in all or substantially all of the beneficial owners of the
Voting Stock of the Company outstanding immediately prior thereto
continuing to beneficially own, directly or indirectly (either by
remaining outstanding or by being converted into voting securities
of the resulting entity), more than fifty percent (50%) of the
combined voting power of the voting securities of the Company or
such entity resulting from the transaction (including, without
limitation, an entity which as a result of such transaction owns
the Company or all substantially all of the Company’s
property or assets, directly or indirectly) outstanding immediately
after such transaction in substantially the same proportions
relative to each other as their ownership immediately prior to such
transaction), or the Company’s stockholders approve a
liquidation or dissolution of the Company; or
(iii)
The individuals who are Continuing
Directors of the Company (as defined below) cease for any reason to
constitute at least a majority of the Board.
(g)
“Code” shall mean the
Internal Revenue Code of 1986, as amended.
(h)
“Committee” shall mean
the Compensation/Stock Option Committee of the Board.
(i)
“Common Stock” shall
mean the $.01 par value common stock of the Company.
(j)
“Company” shall, except
as otherwise provided in Section 9, have the meaning set forth in
the preamble hereto.
(k)
“Competitive Business”
shall mean at any time during the Term and during the 12-month
period immediately following the Date of Termination, any entity
(which term “entity” shall for purposes of this Section
1(k) include any subsidiaries, parent entities or other Affiliates
thereof) that, as of the Date of Termination, competes with any of
the businesses of the Company.
(l)
“Continuing Director”
means (i) any member of the Board immediately following the
election of directors at the Company’s 2006 annual meeting of
stockholders or (ii) any person who subsequently becomes a member
of the Board who was elected by a majority of Continuing Directors
or whose appointment, election or nomination for election to the
Board is recommended by a majority of the Continuing Directors
(which person shall thereby become a “Continuing
Director”).
(m)
“Date of Termination”
shall mean (i) if the Executive’s employment is terminated by
his death, the date of his death; (ii) if the Executive’s
employment is terminated as a result of Disability, the date
provided in Section 6(a)(ii); and (iii) if the Executive’s
employment is terminated pursuant to Sections 6(a)(iii) —
(vii), the date specified in the Notice of Termination (or if no
such date is specified, the last day of the Executive’s
active employment with the Company), in each case provided in
accordance with this Agreement.
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(n)
“Disability” shall mean
any mental or physical illness, condition, disability or incapacity
which:
(i)
Prevents the Executive from
discharging substantially all of his essential job responsibilities
and employment duties with or without reasonable accommodation;
and
(ii)
Has prevented the Executive from so
discharging his duties for any 120 days in any 365-day
period.
A Disability shall be deemed to have
occurred on the 121 st
day in any such 365-day
period.
(o)
“Equity Incentive Plan”
means the Company’s 1999 Long-Term Incentive Plan, as amended
from time to time (or any other equity based compensation plan or
agreement that may be adopted or entered into by the Company from
time to time).
(p)
“Executive” shall have
the meaning set forth in the preamble hereto.
(q)
The Executive shall have “Good
Reason” to resign his employment upon the occurrence of any
of the following without the Executive’s prior written
consent:
(i)
failure of the Company to continue
the Executive in the position of, and with the titles of, Chairman
of the Board of Directors and Chief Executive Officer;
(ii)
a material diminution or undue
dilution in the nature or scope of the Executive’s employment
responsibilities, duties or authority, a material interference with
the discharge of the Executive’s responsibilities, duties or
authority or the assignment to the Executive of duties or
responsibilities that are materially and adversely inconsistent
with his then position;
(iii)
failure of the Executive to be
elected to the Board at any annual meeting of the Company’s
stockholders that occurs during the Term (unless the Executive is
prohibited from serving as a member of the Board by any applicable
law, rule or regulation (including without limitation any rule
promulgated by any national securities exchange on which the
Company’s shares are listed));
(iv)
relocation of the Company’s
executive offices more than 35 miles from New York City or Maynard,
Massachusetts, or any requirement that the Executive relocate from
his residence from the place existing on the Effective
Date;
(v)
failure of the Company to timely
make any material payment or provide any material benefit under
this Agreement, or the Company’s reduction of any
compensation or equity or any material reduction of any benefits
that the Executive is eligible to receive under this Agreement;
or
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(vi)
the Company’s material breach
of this Agreement; provided, however, that notwithstanding the
foregoing the Executive may not resign his employment for Good
Reason unless: (x) the Executive provides the Company with at least
30 days prior written notice of his intent to resign for Good
Reason (which notice is provided not later than the 90th day
following the date on which the Executive becomes aware of the
occurrence of the event constituting Good Reason), and (y) the
Company does not remedy the alleged violation(s) within such 30-day
period; and, provided, further, that notwithstanding the foregoing
if the Executive is suspended pursuant to Section 6(b), such
suspension (and any corresponding diminution of the
Executive’s title, duties or compensation, or other change to
the Executive’s employment arrangements described hereunder)
shall not, in and of itself, give the Executive Good Reason to
resign his employment.
(r)
“Intellectual Property”
shall have the meaning set forth in Section 9(f).
(s)
“Non-Compete Term” shall
have the meaning set forth in Section 9(a).
(t)
“Notice of Termination”
shall have the meaning set forth in Section 6(b).
(u)
“Option” shall mean an
option to purchase Common Stock pursuant to the Equity Incentive
Plan, as amended from time to time (or any other equity based
compensation plan or agreement that may be adopted or entered into
by the Company from time to time).
(v)
“Person” shall mean an
individual, partnership, corporation, business trust, limited
liability company, joint stock company, trust, unincorporated
association, joint venture, governmental authority or other entity
of whatever nature.
(w)
“Pro-Rata Bonus” shall
have the meaning set forth in Section 7(d).
(x)
“Release” shall have the
meaning set forth in Section 7(b).
(y)
“Restricted Stock” shall
mean a share or shares of Common Stock granted to the Executive
pursuant to the Equity Incentive Plan, as amended from time to time
(or any other equity based compensation plan or agreement that may
be adopted or entered into by the Company from time to
time).
(z)
“Term” shall have the
meaning set forth in Section 2.
(aa)
“Voting Stock” means all
capital stock of the Company which by its terms may be voted on all
matters submitted to stockholders of the Company
generally.
2.
Employment
. Subject to Section 6, the
Company shall employ the Executive and the Executive shall continue
in the employ of the Company, for the period set forth in this
Section 2, in the positions set forth in the first sentence of
Section 3 and upon the other terms and conditions herein
provided. The term of employment under this Agreement (the
“Term”) shall be for the period beginning on the
Effective Date and ending on December 31, 2012, unless
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earlier terminated as provided in
Section 6. The Initial Term shall automatically be extended
for successive one-year periods (each, an “Extension
Term”) unless either party hereto gives written notice of
non-extension to the other party no later than 90 days prior to the
scheduled expiration of the Initial Term or the then applicable
Extension Term (the Initial Term and any Extension Term shall be
collectively referred to hereunder as the
“Term”).
3.
Position and
Duties . The
Executive shall serve as Chairman of the Board of Directors and
Chief Executive Officer of the Company, reporting solely and
directly to the Board, with full responsibility and authority for
the management of the business and affairs of the Company and with
such other responsibilities, duties and authority as are customary
for such position and role. Without limiting the generality
of the foregoing, the Executive shall have oversight over the
business and strategy of the Company, and all senior executive
officers of the Company (as reasonably identified by the Board)
shall report directly to the Executive. Within thirty (30)
days after the Effective Date, the bylaws of the Company shall be
amended to reflect the provisions set forth in this Section
3. During the Term, the Company shall nominate the Executive
for a seat on the Board upon the expiration of Executive’s
current term as a director, and upon the expiration of each
subsequent term thereafter (or, in the event that the Executive is
not elected to the Board at any annual meeting of the
Company’s stockholders, at not less than one annual meeting
following the first annual meeting at which he in not
elected). The Executive also agrees to serve, without
additional compensation, as the chairman, chief executive officer
and/or director of any subsidiary, division or Affiliate of the
Company if so requested by the Board. The Executive shall
devote substantially all of his business time, attention and
efforts, toward the performance of his duties under this
Agreement. Notwithstanding the foregoing, the Executive may
manage his personal investments, be involved in charitable and
professional activities (including serving on charitable and
professional boards), and, with the consent of the Board, serve on
for-profit boards of directors and advisory committees, so long as
such service does not materially interfere with the performance of
the Executive’s duties hereunder or violate Section 9
hereof. Any boards that the Executive serves on as of the
Effective Date shall be deemed to be continued as
approved.
4.
Place of
Performance .
In connection with his employment during the Term, the Executive
shall be based at the Company’s offices in New York City
and/or Maynard, Massachusetts, except for necessary travel on the
Company’s business.
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5.
Compensation and Related
Matters .
(a)
Annual Base Salary
. At the commencement of the
Term, the Executive shall receive a base salary at a rate of
$1,000,000 per annum (the “Annual Base Salary”), paid
in accordance with the Company’s general payroll practices
for executives, but no less frequently than monthly. The
Board and the Committee may in their sole discretion review the
rate of Annual Base Salary payable to the Executive in effect from
time to time, and may, in their sole discretion, increase (but not
decrease) the rate of Annual Base Salary payable hereunder;
provided, however, that any increased rate shall thereafter be the
rate of “Annual Base Salary” hereunder.
(b)
Bonus . With respect to 2007 and each subsequent
fiscal year during the Term (or portion thereof), the Executive
shall be eligible to receive a bonus (the “Bonus”), as
determined pursuant to the Company’s 1999 Long Term Incentive
Plan (or any similar or successor plan) (collectively, the
“Bonus Plan”), and on the basis of the
Executive’s or the Company’s attainment of objective
financial or other operating criteria established by the Committee
in its sole good faith discretion and in consultation with the
Executive. With respect to each fiscal year during the Term,
(i) the Executive shall be eligible to receive a maximum Bonus
under the Bonus Plan not less than the maximum Bonus opportunity
for which any other senior executive is eligible, subject to the
achievement of the goals established for him by the Compensation
Committee. The Bonus for each fiscal year shall be paid to
the Executive no later than 90 days following the completion of
such fiscal year. In addition, the Executive shall be
eligible to participate in any other bonus or compensation plan or
program that may be established by the Committee and that covers
the Executive (even if such plan or program does not provide for
qualified performance-based bonuses within the meaning of Code
Section 162(m)), at a level commensurate with the Executive’s
position.
(c)
Equity Awards
.
(i)
As soon as practicable after
execution of this Agreement, the Executive shall be awarded 225,000
shares of Restricted Stock in accordance with the terms of the
Equity Incentive Plan, subject to such vesting of one-fourth (1/4)
thereof on each of the first anniversary of the Effective Date and
each of the three anniversaries thereafter.
(ii)
For each year during the Term after
2007, the Executive shall be eligible to be granted Restricted
Stock, Options and/or other equity compensation awards at such
time(s) and in such amount(s) as may be determined by the Committee
in its sole discretion, at a level commensurate with the
Executive’s position. For the avoidance of doubt, the
Committee shall have complete and sole discretion as to whether to
grant awards (if any) under this Section 5(c)(ii).
(iii)
Notwithstanding any provision to the
contrary herein or in any Restricted Stock, Option or other equity
award agreement, effective immediately prior to the occurrence of a
Change in Control or effective immediately upon a termination of
the Executive’s employment hereunder by the Company without
Cause (pursuant to Section 6(a)(v))
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or by the Executive for Good Reason
(pursuant to Section 6(a)(vi)), all Restricted Stock, Options and
other equity compensation awards then held by the Executive shall
become fully vested and exercisable for the balance of their
respective terms with respect to all shares subject
thereto.
(d)
Benefits . The Executive (and his eligible
dependents) shall be entitled to receive such benefits (including,
without limitation, fringe benefits and perquisites) and to
participate in such employee benefit plans, including life, health
and disability insurance policies and the Company’s Code
Section 401(k) pension plan, as are generally provided by the
Company to its senior executives in accordance with the terms of
such plans, practices and programs of the Company, at a level
commensurate with the Executive’s position.
(e)
Expenses . The Company shall reimburse the
Executive for all reasonable and necessary expenses incurred by the
Executive in connection with the performance of the
Executive’s duties as an employee of the Company. Such
reimbursement is subject to the submission to the Company by the
Executive of appropriate documentation and/or vouchers in
accordance with the customary procedures of the Company for expense
reimbursement, as such procedures may be revised by the Company
from time to time and to such caps on reimbursements as the Board
may from time to time impose.
(f)
Vacations . The Executive shall be entitled to paid
vacation in accordance with the Company’s vacation policy as
in effect from time to time. However, in no event shall the
Executive be entitled to less than four (4) weeks vacation per
annum.
6.
Termination
. The Executive’s
employment hereunder may be terminated by the Company, on the one
hand, or the Executive, on the other hand, as applicable, without
any breach of this Agreement only under the following
circumstances:
(a)
Terminations
.
(i)
Death . The Executive’s employment
hereunder shall terminate upon his death.
(ii)
Disability
. In the event of the
Executive’s Disability, the Company may give the Executive
written notice of its intention to terminate the Executive’s
employment while he remains so disabled. In such event, the
Executive’s employment with the Company shall terminate
effective on the 14th day after delivery of such notice, provided
that within the 14 days after such delivery, the Executive shall
not have returned to full-time performance of his
duties.
(iii)
Cause . The Board may terminate the
Executive’s employment hereunder for Cause in accordance with
the terms of Section 1(e) hereof.
(iv)
Good Reason
. The Executive may terminate
his employment for Good Reason in accordance with the terms of
Section 1(q) hereof.
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(v)
Without Cause
. The Company may terminate
the Executive’s employment without Cause upon 30 days written
notice to the Executive.
(vi)
Resignation without Good
Reason . The
Executive may resign his employment without Good Reason upon 60
days written notice to the Company.
(vii)
Non-Extension of Term
. The Executive’s
employment shall terminate as of the last day of the Term if either
party provides notice of non-extension of the Term to the other
pursuant to Section 2.
(b)
Notice of Termination
. Any termination of the
Executive’s employment by the Company or by the Executive
under this Section 6 (other than termination pursuant to paragraph
(a)(i) or (a)(vii)) shall be communicated by a written notice to
the other party hereto indicating the specific termination
provision in this Agreement relied upon, setting forth in
reasonable detail any facts and circumstances claimed to provide a
basis for termination of the Executive’s employment under the
provision so indicated, and specifying a Date of Termination in
accordance with this Agreement (a “Notice of
Termination”); provided, the Company may suspend the
Executive from his position with full pay during any notice period
notice period.
7.
Severance Payments and
Benefits .
(a)
Termination for any
Reason . In the
event the Executive’s employment with the Company is
terminated for any reason, as soon as reasonably practicable after
such termination the Company shall pay the Executive (or his
beneficiary in the event of his death) a lump sum equal to any
unpaid Annual Base Salary that has accrued as of the Date of
Termination, any unreimbursed expenses due to the Executive, and an
amount for any accrued but unused vacation days and any earned but
unpaid Bonus for any fiscal year of the Company completed prior to
the date of such termination. The Executive shall also be
entitled to accrued, vested benefits under the Company’s
benefit plans and programs as provided therein. The Executive
shall be entitled to the cash severance payments described below
only as set forth herein, and the provisions of this Section 7
shall supersede in their entirety any severance payment provisions
in any severance plan, policy, program or arrangement maintained by
the Company.
(b)
Terminations without Cause or for
Good Reason .
Except as otherwise provided by Section 7(c) with respect to
certain terminations of employment in connection with a Change in
Control, if the Executive’s employment shall terminate
without Cause (pursuant to Section 6(a)(v)), or for Good Reason
(pursuant to Section 6(a)(iv)), the Company shall (subject to the
Executive’s entering into a Separation and Release Agreement
with the Company in substantially the form attached hereto as
Exhibit A (the “Release”)):
(i)
Pay to the Executive an amount equal
to the product of (A) the sum of his then current (i) Annual Base
Salary and (ii) the greater of (1) the Bonus paid or payable to
Executive with respect to the fiscal year ending immediately prior
to the Date of Termination or (2) 50% of the Target Bonus for such
year, and (B) 1.5; payable in equal monthly
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installments during the period
beginning on the Date of Termination and ending on the 18 month
anniversary thereof; provided, however, that no amount shall be
payable pursuant to this Section 7(b)(i) on or following the date
the Executive first (i) breaches any of the covenants set forth in
Sections 9(a) or 9(b)
