Exhibit 10.1
MONSTER WORLDWIDE, INC.
622 THIRD AVENUE
NEW YORK, NY 10017
September 8, 2005
Mr. Steven Pogorzelski
45 Johnson Drive
Holliston, MA 01746
Dear Steve:
This will confirm our understanding
and agreement with respect to your employment as Group President
– International, of Monster Worldwide, Inc. (the
“Company”) effective as of September 12,
2005. You and the Company hereby agree as follows:
1.
Effective as of
September 12, 2005, the Company agrees to employ you and you
agree to be employed by the Company as Group President –
International, with such duties and responsibilities with respect
to the Company and its Affiliates (as defined below) as the
Company’s Chief Operating Officer (“COO”) or such
other person from time to time designated by the COO to deal with
matters related to this agreement (the “Designee”)
shall reasonably direct. You agree to devote your best
efforts, energies, abilities and full business time, skill and
attention to your duties. You agree to perform the duties and
responsibilities assigned to you to the best of your ability, in a
diligent, trustworthy, businesslike and efficient manner for the
purpose of advancing the business of the Company and its Affiliates
and to adhere to any and all of the employment policies of the
Company. You acknowledge and agree that through December 31,
2005, you shall also continue to be responsible for the performance
of the Company’s Monster Division - North America and shall
provide any and all assistance relating thereto as shall reasonably
be directed by the COO or the Designee, including but not limited
to assistance relating to the transition of duties to the new
President of the Company’s Monster Division – North
America. You will based out of the Monster, Inc.’s
Massachusetts based headquarters, but you further understand and
agree that since the responsibilities of your new position are
outside of North America, your new position will require
substantial amounts of travel to destinations outside of North
America, including regular travel to Europe and
Asia-Pac.
2.
In consideration
for your services and other agreements hereunder, during your
employment in this position the Company shall (a) pay you a
base salary (the “Base Salary”) of US $500,000 per year
(prorated for periods of less than a full year) in regular
installments in accordance with the Company’s payroll
practice for salaried employees, (b) provide you with medical,
dental and disability coverage, if any, and 401(k) Plan, life
insurance and other benefit plan eligibility, if any, comparable to
that regularly provided to other senior management in accordance
with the Company’s policies, (c) provide you with 4
weeks paid vacation per year in
accordance with the
Company’s policies (prorated for periods of less than a full
year) and public holidays based on the Company’s policies for
employees based in Massachusetts, and (d) provide you with the
opportunity to earn annual performance based bonuses
(“Performance Based Bonuses”) in amounts determined by
and on the basis of satisfaction of such performance goals as are
established by the Compensation 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 the effective date of
termination. “Cause” shall mean the occurrence of
any one or more of the following events: (i) your
willful failure or gross negligence in performance of your duties
or compliance with the reasonable directions of the COO or the
Designee that remains unremedied for a period of twenty (20) days
after the COO or the Designee has given written notice specifying
in reasonable detail your failure to perform such duties or comply
with such directions; (ii) your failure to
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comply with a material
employment policy of the Company that remains unremedied for a
period of twenty (20) days after the COO or the Designee has given
written notice to you specifying in reasonable detail your failure
to comply; (iii) your breach of any material obligation to the
Company (whether under written agreement or otherwise) that remains
unremedied for a period of twenty (20) days after the COO or the
Designee has given written notice to you specifying in reasonable
detail your breach; or (iv) your commission of (a) a
felony, (b) criminal dishonesty, (c) any crime involving
moral turpitude or (d) fraud. In the event of any
reduction in the gross amount of your Base Salary which
(i) has not been approved by you and (ii) remains
unremedied for a period of twenty (20) days after you have given
written notice to the Company of such unauthorized reduction (a
“Specified Event”), as your sole and exclusive remedy
you may by written notice to the Company given within 2 months of
the Specified Event advise the Company that you wish to treat the
Specified Event as a termination without “Cause” and
consequently the Specified Event shall be treated as a termination
without “Cause” for purposes of this Section 3
(irrespective of whether or not that Specified Event would
otherwise qualify as a termination without “Cause”
under the definition of “Cause” provided in this
Section 3).
4.
While the Company
currently contemplates that your new position will last 3 years,
the Company reserves the right to terminate it at any time in its
sole and absolute discretion (subject to the provisions of
Section 3 above). If and only if you remain in this new
position until September 12, 2008, you may upon written notice
delivered to the Company within 60 days after September 12,
2008 (the “Specified Notice”) request that the Company
endeavor to find and offer you a different position based in
Massachusetts or New York with comparable responsibilities with
respect to North America and base salary to those which are
contemplated by this agreement. In the event that the Company does
not in such circumstances present you with such an opportunity
within 3 months after the Specified Notice and you do not wish to
accept any other position which the Company may offer you in its
sole and absolute discretion within such 3 month period, as your
sole and exclusive remedy you may by written notice to the Company
given within 4 months of the Specified Notice advise the Company
that you wish to treat such circumstances as a termination without
“Cause” and consequently the such circumstances shall
be treated as a termination without “Cause” for
purposes of Section 3 hereof (irrespective of whether or not
such circumstances would otherwise qualify as a termination without
“Cause” under the definition of
“Cause” provided in Section 3 above).
5.
You acknowledge
that you have not relied on any representation not set forth in
this agreement. You represent that you are free to enter into
this employment arrangement and that you are not bound by any
restrictive covenants or similar provisions restricting the
performance of your duties hereunder.
6.
In the event of
any Change in Control, any (x) remaining options to purchase
Company Common Stock under the written stock option agreements
between you and the Company dated October 18, 1999,
August 2, 2000, October 11, 2000, November 1, 2001,
April 10, 2003, February 9, 2004 and December 28,
2004, (y) remaining options to purchase Company Common Stock which
may be granted to you by the Company in its sole and absolute
discretion from time to time after the date hereof pursuant to
written stock option agreements between you
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and the Company, and (z)
remaining shares of restricted stock granted to you by the Company
in its sole and absolute discretion from time to time on or after
the date hereof pursuant to written stock bonus agreements between
you and the Company (including but not limited to the shares
covered by the Stock Bonus Agreement), in each case which have not
theretofore vested, shall automatically and immediately become
fully vested. It is understood and agreed that the first
sentence of this Section 6 is not intended to cover nor imply
the terms and conditions of any long term equity plan for senior
executive officers which may be instituted by the Company,
including but not limited to the effect of any Change in Control on
any interests you may from time to time have under any such plan,
it being understood that in the event any such plan is in fact
instituted, the complete terms and conditions thereof shall be set
forth in a separate document and this agreement shall have no
impact nor bearing on any such terms and conditions. For purposes
hereof, the term “Change in Control” shall be deemed to
occur if (1) there shall be consummated (A) any
consolidation, merger or reorganization involving the Company,
unless such consolidation, merger or reorganization is a
“Non-Control Transaction” (as defined below) or
(B) any sale, lease, exchange or other transfer (in one
transaction or a series of related transactions) of all, or
substantially all, of the assets of the Company, or (2) the
stockholders of the Company shall approve any plan or proposal for
liquidation or dissolution of the Company, or (3) any person
(as such term is used in Section 13(d) and
14(d)(2) of the Securities Exchange Act of 1934, as amended
(the “Exchange Act”)), shall become the beneficial
owner (within the meaning of Rule 13d-3 under the Exchange
Act) of more than 50% of the combined voting power of the
Company’s then outstanding voting securities other than
(a) a person who owns or owned shares of Class B Common
Stock of the Company, (b) pursuant to a plan or arrangement
entered into by such person and the Company, or (c) pursuant
to receipt of such shares from a stockholder of the Company
pursuant to such stockholder’s will or the laws of descent
and distribution. A “Non-Control Transaction”
shall mean a consolidation, merger or reorganization of the Company
where (1) the stockholders of the Company immediately before
such consolidation, merger or reorganization own, directly or
indirectly, at least a majority of the combined voting power of the
outstanding voting securities of the corporation resulting from
such consolidation, merger or reorganization (the “Surviving
Corporation”), (2) the individuals who were members of
the Board of the Company immediately prior to the execution of the
agreement providing for such consolidation, merger or
reorganization constitute at least 50% of the membe
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