Exhibit 10.4
TMP WORLDWIDE INC.
622 THIRD AVENUE
NEW YORK, NY 10017
March 7, 2003
Mr. Richard W. Pehlke
850 Raintree Drive
Naperville, Illinois 60540
Dear Rich:
This will confirm our understanding
with respect to your taking the position of Executive Vice
President and Chief Financial Officer of the Search and Selection
Operations (the “Specified Operations”) of TMP
Worldwide Inc. (“TMP”) in accordance with the terms of
this agreement. 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 and Chief Financial Officer of the Specified Operations,
with such duties and responsibilities with respect to the Company
and its affiliates as the Company’s Chief Executive Officer
of the Specified Operations (“CEO”) or such other
person from time to time designated by the CEO 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 to adhere to any and all
of the employment policies of the Company. Your role in this
position commenced on February 24, 2003. [As you are aware, your
role will require substantial amounts of travel.]
2. In consideration for your
services and other agreements hereunder, during your employment the
Company shall (a) pay you a base salary of $350,000 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 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 four (4) weeks
vacation per year in accordance with the Company’s policies
(prorated for periods of less than a full year) and (d) with
respect to employment in calendar year 2003 and any calendar year
thereafter, provide you with annual performance based bonuses of up
to $600,000 on the basis of satisfaction of such performance goals
as are established by the Compensation Committee of the Board of
Directors of the Company within 90 days of the commencement of the
applicable calendar year period. In addition, the Company will
reimburse you for up to $25,000 in expenses you incur for personal
financial planning for which you
Mr. Richard W. Pehlke
March 7, 2003
Page 2
submit receipts (or other reasonable evidence of
payment of such expenses) on or prior to February 24,
2006.
3. You may terminate this agreement
at any time upon 60 days’ prior written notice. 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 by the Company in accordance with
the second sentence of this Section 3 either (A) as a result of the
non-occurrence of the Disposition (as defined in Section 6 below)
or (B) following the Disposition other than for Cause (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 (w) receive as severance your then
applicable base salary hereunder for a period of twelve (12) months
following such termination, payable in regular installments in
accordance with the Company’s applicable payroll practice for
salaried employees, plus, solely in the event such termination is
following the Disposition other than for Cause (and not as a result
of the non-occurrence of the Disposition), an assumed bonus amount
equal to the greater of (1) $150,000 and (2) fifty percent (50%) of
the largest single calendar year bonus received by you from the
Company with respect to any of the five (5) full calendar years
preceding the date of such termination, payable over a period of
twelve (12) months in regular installments in accordance with the
Company’s applicable payroll practice for salaried employees,
(x) for a period of twelve (12) months following such termination,
have the Company make available to you at no cost (and/or pay COBRA
premiums on) medical and dental benefits on the same terms and
conditions as would have been made available to you had you
remained employed by the Company during such period, (y) for a
period of twelve (12) months following the end of the period set
forth in clause (x) of this sentence, have the Company make
available to you at no cost basic medical and dental benefits
comparable to those (and on substantially similar terms and
conditions) that would have been available to you had you remained
employed by the Company during such period and (z) following
the
