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
termi
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