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 a
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