|
Exhibit 99.2
AGREEMENT AND GENERAL RELEASE
THIS SEPARATION AGREEMENT AND GENERAL RELEASE (the "Agreement")
is effective as of the 15 th day of December 2006 between John McLaughlin
("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, due to a business realignment from
the Company and each of its Affiliates (as defined below), is
effective at 5:00 p.m. on December 15, 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.
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 December 15, 2006,
any accrued vacation and/or PTO days and all employee welfare
benefits regularly provided which have accrued through such
date;
(b)
A management bonus of 11/12 ths of Employee’s annual
salary of $500,000 to be paid in or about February 2007;
and
(c)
The vesting on January 2, 2007 of 7,500 restricted
shares pursuant to Executive’s January 18, 2006 Stock Bonus
Agreement, or as soon thereafter as is permitted by the securities
laws.
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.
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 to pay Executive
severance equaling his annual salary of $500,000 in bi-weekly
installments over a period of no more than twelve months (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 21-day revocation period described in paragraph
6 ends without Executive having exercised the right of revocation
described herein.
In addition, the Company shall make available to Executive
(and/or pay COBRA premiums on) medical and dental benefits on the
same terms and conditions (including without limitation premium
contribution terms) as would have been made available to Executive
had Executive remained employed by the Company during such period,
for the twelve month period that severance is so paid.
In addition, Executive’s previously
executed stock option agreements shall be deemed fully accelerated,
and the options described therein shall be immediately and fully
vested and shall remain fully exercisable for the balance of their
respective ten year terms subject to the requirements of the
federal securities laws.
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
at least some of the valuable consideration described in this
Agreement 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 which
arise out of relate to Executive’s employment with the
Company, 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 September
24, 2002, and as later amended, 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 stockholder agreements and, except as provided in
the next paragraph of this Paragraph 4, any and all rights and
claims to options, restricted stock units, common stock or other
equity interests in the Company or any of its Affiliates. As
used in this Agreement, the term "Releasees" is a collective
reference to the
2
Company and its present, former and fu
|
