EXHIBIT 10.1
MONSTER WORLDWIDE,
INC.
622 THIRD AVENUE
NEW YORK, NY 10017
September 28, 2005
Mr. Paul Camara
Dear Paul:
This will confirm our understanding
and agreement with respect to your employment as Executive Vice
President of Monster Worldwide, Inc. (the
“Company”), effective as of September 28, 2005.
You and the Company hereby agree as follows:
1.
The Company agrees to employ you and
you agree to be employed by the Company as Executive Vice
President, with such duties and responsibilities with respect to
the Company and its affiliates as Andrew J. McKelvey
(“AJM”) shall reasonably direct. You agree to
devote your best efforts, energies, abilities, 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.
2.
The term of your employment under
this agreement is for a period commencing on the date hereof and
ending on December 31, 2007, provided , however
, that your employment with the Company under this agreement is
subject to earlier termination at any time as provided in
Section 4 below.
3.
In consideration for your services
and other agreements hereunder, during your employment under this
agreement the Company shall (a) pay you a base salary of
$500,000 per year (prorated for periods of less than one 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 vacation per year in accordance with the Company’s
policies (prorated for periods of less than one year), and
(d) for calendar 2005 only, provide you with a performance
bonus in accordance with and subject to each and every term and
condition set by the Compensation Committee (the
“Compensation Committee”) of the Board on
March 29, 2005, including but not limited to any bonuses being
subject to the Company’s attainment of certain specified EPS
Goals (as defined by the Compensation Committee). It its
understood and agreed that the terms and conditions of bonuses, if
any, for any period after calendar 2005 shall be subject to the
sole and absolute discretion of AJM and the Compensation
Committee.
4.
(a)
You may terminate your employment
under this agreement at any time upon 60 days’ prior written
notice. The Company may, by written notice from AJM, or in
the event he is no longer with the Company, by written notice
authorized by the Board of Directors, terminate your employment
under this agreement at any time upon written notice. Your
employment under 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. In the event of your death during
the term of your employment under this agreement, your estate or
your designated beneficiaries shall be entitled to receive your
then applicable base salary hereunder for the period, if any,
between the date of death and December 31, 2007, payable in
regular installments in accordance with the Company’s
applicable payroll practice for salaried employees, and, to the
extent theretofore unpaid, the bonus for calendar 2005 contemplated
by Section 3(d) above, payable as and when it would have
been paid had you remained employed by the Company.
(b)
It is understood and agreed that in
the event that your employment under this agreement is terminated
(x) by the Company in accordance with the second sentence of
Section 4(a) other than for Cause (as defined below), or
(y) by you in accordance with the last sentence of this
Section 4(b), 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), as
your sole and exclusive remedy, you shall be entitled to
(a) receive as severance your then applicable base salary
hereunder for the period, if any, between the effective date of
termination and December 31, 2007, payable in regular
installments in accordance with the Company’s applicable
payroll practice for salaried employees, (b) through the date
which is twenty one (21) months after the last day of your
employment, have the Company make available to you (and/or pay
COBRA premiums on) medical and dental benefits on the same terms
and conditions (including without limitation premium contribution
terms) as would have been made available to you had you remained
employed by the Company during such period, and (c) after the
expiration of this twenty one month period and for so long as you
shall live, have the Company provide you with (or reimburse you for
the premiums on) medical and dental benefits substantially similar
(including without limitation substantially similar premium
contribution terms) to those that would have been available to you
had you remained employed by the Company during such period, it
being understood however that from and after the date you became
eligible for Medicare coverage the medical and dental benefits
called for by this clause (c) shall be supplemental
benefits. In the event that prior to December 31, 2007,
you terminate your employment under this agreement effective as of
a date which is within a period of twelve months following a Change
in Control (as defined below), such event shall, for purposes of
post employment compensation under this agreement only, be deemed
to be a termination by the Company without
“Cause.”
(c)
In the event your employment under
this agreement has not been terminated by you or the Company prior
to December 31, 2007, it is understood and agreed that in the
event that your employment under this agreement is not renewed or
otherwise extended by the Company in writing in its sole and
absolute discretion to a date after December 31, 2007 (a
“Nonrenewal”), 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), as
your sole and exclusive remedy, (a) through the date which is
twenty one (21) months after the last day of your employment, the
Company shall make available to you (and/or pay COBRA premiums on)
medical and dental benefits on the same terms and conditions
(including without limitation premium contribution terms) as would
have been made available to you had you remained employed by the
Company during such period, and (b) after the expiration of
this twenty one month period and for so long as you shall live, to
provide you with (or reimburse you for the premiums on) medical and
dental benefits substantially similar (including without limitation
substantially similar premium contribution terms) to those that
would have been available to you had you remained employed by the
Company during such period, it being understood however that from
and after the date you became eligible for Medicare coverage the
medical and dental benefits called for by this clause
(b) shall be supplemental benefits.
(d)
Except as expressly provided in the
preceding Sections 4(b) or 4(c), in the event of the
termination of 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 AJM that remains unremedied for a
period of twenty (20) days after AJM has given written notice
specifying in reasonable detail your failure to perform such duties
or comply with such directions; (ii) your failure to comply
with a material employment policy of the Company that remains
unremedied for a period of twenty (20) days after AJM has given
written notice to you specifying in reasonable detail your failure
to comply; or (iii) your commission of (a) a felony,
(b) criminal dishonesty, (c) any crime involving moral
turpitude or (d) fraud.
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.
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6.
In the event of (x) the termination
of your employment prior to December 31, 2007 by the Company
for reasons other than Cause or (y) a Nonrenewal, any unvested and
unexercisable options covered by the option agreements between you
and the Company dated December 9, 1998, , August 5,
1999, September 10, 2001, September 11, 2002,
February 9, 2004 and December 28, 2004, in each case as
such option agreements may have been amended or modified by
Amendment No. 1 to Stock Option Agreements (the
“Amendment”) dated September 11, 2002 or by
modifications by the Compensation Committee (the
“Modifications”), including but not limited to the
Modification approved by the Compensation Committee on May 4,
2005, (collectively, the “Specified Option
Agreements”), as well as any other options which may granted
to you by the Company from time to time in its sole and absolute
discretion pursuant to written option agreements, shall
automatically and immediately become (i) fully vested and
exercisable and (ii) remain exercisable for the balance of the
ten year term provided by the applicable stock option agreement,
subject to the other terms of such option agreement not
inconsistent with this sentence.
In the event of any Change in
Control (as defined in the option agreement between you and the
Company dated September 11, 2002):
(a)
options to purchase Common Stock of
the Company that have been or may be granted to you from time to
time by the Company in its sole and absolute discretion pursuant to
written stock option agreements between you and the Company
(including but not limited to the options covered by the Specified
Option Agreements), and
(b)
shares of restricted stock that have
been or may be granted to you from time to time by the Company in
its sole and absolute discretion pursuant to written stock bonus
agreeme
