EX-99 AGREEMENT AND GENERAL RELEASERelease Agreement |
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MONSTER WORLDWIDE INC | John McLaughlin | TMP Worldwide Inc. RealDealDocs™ contains millions of easily searchable legal documents and clauses from top law firms. Search for free - click here. |
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Exhibit
99.2
AGREEMENT
AND GENERAL RELEASE
THIS SEPARATION AGREEMENT
AND GENERAL RELEASE (the “Agreement”) is effective as of the 15th
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
11/12ths 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
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