Exhibit 10.2
MONSTER WORLDWIDE, INC.
622 THIRD AVENUE
NEW YORK, NY 10017
As of April 1, 2004
Mr. William Pastore
Dear Bill:
This will confirm our understanding
and agreement with respect to your continued employment as Chief
Operating Officer of Monster Worldwide, Inc. (the
“Company”). 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
Chief Operating Officer, with such duties and responsibilities with
respect to the Company and its affiliates as the Company’s
Chief Executive Officer (“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.
2.
In consideration
for your services and other agreements hereunder, during your
employment the Company shall (a) pay you a base salary of $600,000
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
vacation per year in accordance with the Company’s policies
(prorated for periods of less than a full year), and (d), provide
you with the opportunity to earn annual 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 of Directors of the Company under the Company’s
1999 Long Term Incentive Plan (or any similar or successor plan)
within 90 days of the commencement of the applicable calendar year
period.
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 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 (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 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, 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 CEO or
the Designee that remains unremedied for a period of twenty (20)
days after the CEO 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 comply with a
material employment policy of the Company that remains unremedied
for a period of twenty (20) days after the CEO or the Designee 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 or (c) fraud.
4.
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.
5.
In the event of
the termination of your employment by the Company for reasons other
than Cause, any options granted to you by the Company from time to
time after the date hereof pursuant to written option agreements
shall automatically and immediately become (i) fully vested and
(ii) 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, and
in the event of any Change
in Control (as defined in Option Agreement between you and the
Company dated October 10, 2002):
(a)
any options that
have been or may be granted to you by the Company from time to time
after the date hereof pursuant to written option agreements, shall
automatically and immediately become (i) fully vested and (ii)
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; and
2
(b)
the shares of
Company Common Stock covered by any wri
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