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Exhibit 99.1
Agreement and General Release
THIS SEPARATION AGREEMENT AND GENERAL RELEASE (the "Agreement")
is effective as of the 15 th day of December 2006 between Paul Camara ("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 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:
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)
executed Option Agreements and (iii) executed Stock Bonus
Agreements, if any, 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 to
pay Executive severance equaling his annual salary of $500,000
through December 31, 2007 in 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 herein without
Executive having exercised the right of revocation described
herein.
In addition, (a) through the date which is twenty-one (21) months
after the last day of your employment, have the Company make
available to you (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 you had you remained employed by the Company during
such period, and (b) after the expiration of this twenty-one month
period and for so long as you shall live, have the Company provide
you with (or reimburse you for the premiums on) medical and dental
benefits substantially similar
(including without limitation substantially
similar premium contribution terms) to those that would have been
available to you had you remained employed by the Company during
such period, it being understood however that from and after the
date you became eligible for Medicare coverage the medical and
dental benefits called for by this clause (b) shall be supplemental
benefits.
In addition, your previous stock option agreements shall be
deemed fully accelerated and you 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
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. As a further inducement for Executive
to sign this Agreement, with respect only to payments made
under this Agreement, Executive shall continue to benefit from all
provisions of paragraph seven (7) of the employment agreement dated
September 28, 2005.
5. 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 September 28, 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 State of New York 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
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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
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