Exhibit 10.2
MONSTER WORLDWIDE,
INC.
EXECUTIVE INCENTIVE
PLAN
1.
PURPOSE OF THE PLAN. The purpose of the Monster
Worldwide, Inc. Executive Incentive Plan (the
“Plan”) is to allow Monster Worldwide, Inc. (the
“Company”) to provide performance-based incentive
compensation to certain of its officers that satisfies the
requirements for performance-based compensation in
Section 162(m) of the Internal Revenue Code of 1986, as
amended (the “Code”).
2.
ADMINISTRATION OF THE PLAN. The Plan shall be administered by
a committee composed of two or more directors, all of whom qualify
as “outside directors” within the meaning of
Section 162(m) of the Code (the
“Committee”). The Committee shall have the
exclusive authority to select the officers to participate in the
Plan, to establish Performance Goals for performance during each
Performance Period (as such terms are defined in Section 4),
to determine the amount of the incentive compensation bonus payable
to any Participant (as such term is defined in Section 3), and
to make all determinations and take all other actions necessary or
appropriate for the proper administration and operation of the
Plan. Any determination by the Committee on any matter
relating to the Plan shall be made in its sole discretion and need
not be uniform among Participants. The Committee’s
interpretation of the Plan shall be final, conclusive and binding
on all parties concerned, including the Company, its stockholders
and any Participant.
3.
ELIGIBILITY. Incentive compensation bonuses under the Plan
may be paid to those officers (including officers who are
directors) of the Company who are selected by the Committee (the
“Participants”). Participants may receive
multiple incentive compensation bonuses during the same year under
the Plan.
4.
PERFORMANCE PERIODS AND PERFORMANCE GOALS. Incentive
compensation bonuses under the Plan shall be payable to each
Participant solely as a result of the satisfaction of
pre-established targeted levels of performance (the
“Performance Goals”) for the calendar year or such
other performance period as is selected by the Committee (a
“Performance Period”).
Performance Goals,
which may vary from Participant to Participant and target incentive
compensation bonus opportunity to target incentive compensation
bonus opportunity, shall be based upon the attainment of specific
amounts of, or increases in, one or more of the following:
the market price of the Company’s common stock (either on a
fixed date or over any specified period); total stockholder return;
dividends per share; revenues; operating income; cash flow;
earnings before or after income taxes; earnings before interest,
taxes depreciation, amortization; net income; stockholders’
equity; return on equity; book value per share; expense management;
return on investment; improvements in capital structure;
profitability of an identifiable business unit or product;
maintenance or improvement of profit margins or operating
efficiency; customer satisfaction metrics; user traffic metrics;
customer order metrics; or strategic business objectives consisting
of one or more objectives based on meeting specified cost targets,
business restructurings, business expansion goals or goals relating
to acquisitions or divestitures, all whether applicable to the
Company or any subsidiary or other business unit or
any entity in which the
Company has a significant investment, or any combination thereof as
the Committee may deem appropriate. Each Performance Goal may
be expressed on an absolute and/or relative basis, may be based on,
or otherwise employ, comparisons based on internal targets,
business plans, the past performance of the Company or any
subsidiary, unit or entity and/or the past or current performance
of other companies, may provide for the inclusion, exclusion or
averaging of specified items in whole or in part, such as
re-structuring charges, types of expenses, realized gains or losses
on strategic investments, discontinued operations, extraordinary
items, accounting changes, and unusual or nonrecurring items, and,
in the case of earnings-based measures, may use or employ
comparisons relating to capital, shareholders’ equity and/or
shares outstanding, assets or net assets.
To the extent that
a Performance Goal is based on, or calculated with respect to, the
Company’s common stock (such as increases in earnings per
share or other similar measures), then in the event of any
corporate transaction involving the Company (including, without
limitation, any subdivision or combination or exchange of the
outstanding shares of common stock, stock dividend, stock split,
spin-off, split-off, recapitalization, capital reorganization,
liquidation, reclassification of share
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