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AGREEMENT AND GENERAL RELEASE

Release Agreement

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This Release Agreement involves

MONSTER WORLDWIDE INC | Brian L. Farrey | TMP Worldwide Inc.

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Title: AGREEMENT AND GENERAL RELEASE
Governing Law: Massachusetts     Date: 9/22/2006
Industry: ADVERT    

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Exhibit 10

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

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