AGREEMENT AND GENERAL RELEASERelease Agreement |
|
|
|
You are currently viewing: This Release Agreement involves
MONSTER WORLDWIDE INC | Brian L. Farrey | TMP Worldwide Inc.. RealDealDocs™ contains millions of easily searchable legal documents and clauses from top law firms. Search for free - click here. |
|
|
|
Exhibit
10.1
AGREEMENT
AND GENERAL RELEASE
THIS SEPARATION AGREEMENT AND GENERAL RELEASE (the “Agreement”) is effective as of the 18th day of September 2006 between Brian L. Farrey (“Executive”) and Monster Worldwide, Inc., a Delaware corporation formerly known as TMP Worldwide Inc. (the “Company”).
The purpose of this Agreement is to set forth the terms and conditions under which Executive and the Company will terminate their employment relationship.
In consideration of the mutual promises of the parties made below, the parties agree as follows:
1. Separation.
Executive’s separation from the Company and each of its Affiliates (as
defined below) is effective at 5:00 p.m. on October 1, 2006 (the
“Separation Date”) and as of such date and time Executive hereby
resigns each and every position as employee, officer and/or director of the
Company and each of its Affiliates.
1A. Transition. Effective this date through the Separation Date, Employee’s title shall change from President of Monster Technologies to Senior Vice President. Executive’s role during this time period shall be to assist in the transition of responsibilities to any replacement, to oversee the transition of technology services in connection with the disposition of the Recruitment Advertising Division (N.A.) and any other services requested by the Chief Operating Officer or his designee. Executive hereby agrees that he shall also for the period from the Separation Date through December 31, 2006 make himself available to answer questions or provide guidance regarding any transition or technology issues.
2. Payments. The
Company and Executive agree that the following payments shall be or have been
made and benefits shall be or have been provided to Executive by the Company:
(a)
Regular payroll checks
through October 1, 2006, any accrued vacation and/or PTO days and all employee
welfare benefits regularly provided which have accrued through such date; and
(b)
A 2006 management bonus,
if any, as normally determined by the Company’s bonus criteria and paid
during such normal time period. However, so long as there is compliance with
the terms of this Agreement, such bonus will not be less than 75% of
Executive’s $320,000 annual salary, which equals $240,000.
Any
and all payments and benefits described in this Paragraph 2 shall be
reduced by applicable withholding taxes, normal payroll deductions and amounts
required by law to be withheld. The parties acknowledge that the payments and benefits
described in this Paragraph 2, as well as Executive’s vested rights, if
any, under (i) the Company’s 401(k) plan, (ii) the Option Agreements (as
defined in Paragraph 4 below) and (iii) the Stock Bonus Agreement dated January
18, 2006, constitute compensation and rights to which Executive would be
entitled whether or not Executive entered into this Agreement.
3. Additional Consideration.
In consideration of Executive’s execution and delivery of this Agreement
and subject to Executive’s compliance with Executive’s obligations
hereunder, the Company agrees after Executive’s employment is terminated
(i) to pay Executive an aggregate of $320,000 in 26 bi-weekly installments
(pro-rated for periods of less than a full bi-weekly period), without interest,
with the first installment payable on the date which is two weeks after the
date that the revocation period described in the Company’s then standard
Release which Executive shall additionally
be
required to sign at the Separation Date expires without Executive having
exercised the right of revocation described therein and (ii) provide
medical, dental and vision coverage through COBRA under the same terms and
conditions as previously maintained while an employee at the Company’s
expense for the period that severance is paid hereunder. Should Executive
secure other employment with similar benefits during the severance period, he
shall promptly notify the Company and such Company benefits shall cease.
The 18 month period of COBRA begins on the Separation Date.
Any and all consideration described in this
Paragraph 3 shall constitute consideration for Executive’s execution
of this Agreement and such consideration shall be reduced by applicable
withholding taxes, payroll deductions and amounts required by law to be
withheld. Executive acknowledges that the consideration described in this
Paragraph 3 constitutes consideration to which Executive was not previously
entitled in the absence of this Agreement, whether by Company policy, written
agreement or otherwise. Notwithstanding anything in this Agreement to the
contrary, including but not limited to the provisions of the first sentence of
this Paragraph 3, the Company may accelerate the timing of any payment payable
to Executive under this Agreement in the event the Company determines in its
sole discretion that such acceleration could minimize or eliminate the risk
that any payment to Executive hereunder would be deemed to violate Section 409A
of the Internal Revenue Code, as it may be amended from time to time.
4. General Release. In consideration of the obligations of the Company in Paragraph 3 above and as a material inducement to the Company to enter into this Agreement, Executive, on behalf of Executive, Executive’s heirs, estate, executors, administrators, successors and assigns, does hereby irrevocably and unconditionally release, acquit and forever discharge each of the Releasees (as defined below) from any and all actions, causes of action, suits, debts, administrative or agency charges, dues, sums of money, compensation, pay, bonuses, claims, complaints, liabilities, obligations, agreements, promises, damages, demands, judgments, costs, losses, expenses and legal fees and expenses of any nature whatsoever, known or unknown, suspected or unsuspected, which Executive or Executive’s heirs, estate, executors, administrators, successors and assigns ever had, now have or hereafter can, shall or may have against each or any of the Releasees by reason of any matter, cause or thing whatsoever from the beginning of the world to the date of this Agreement, including but not limited to any and all rights and claims under federal, state or local laws, regulations or requirements, rights under an employment agreement dated March 12, 2002 as amended as of September 8, 2005, the Age Discrimination in Employment Act, the Americans with Disabilities Act, Title VII of the Civil Rights Act, the Equal Pay Act, the Family and Medical Leave Act, the Worker Adjustment and Retraining Notification Act, the laws of the Commonwealth of Massachusetts and all localities therein and all rights and claims relating to defamation, discrimination (on the basis of sex, race, color, national origin, religion, age, disability, medical condition or otherwise), hostile work environment, workers’ compensation, fraud, misrepresentation, breach of contract, retaliation, intentional or negligent infliction of emotional distress, breach of any covenant of good faith and fair dealing, negligence, wrongful termination, wrongful employment practices or any and all other claims relating to Executive’s employment with, or separation of employment from, the Company, any and all other rights and claims arising under any federal, state or local law, statute, regulation or case law, any employment agreements, any offer letters, any bonus agreements, any compensation memos, any compensation guarantee agreements, any stockh







