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EX-99 AGREEMENT AND GENERAL RELEASE

Release Agreement

EX-99 AGREEMENT AND GENERAL RELEASE

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This Release Agreement involves

MONSTER WORLDWIDE INC | John McLaughlin | TMP Worldwide Inc

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Title: EX-99 AGREEMENT AND GENERAL RELEASE
Governing Law: New York     Date: 12/21/2006
Industry: ADVERT     Sector: SERVIC

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Exhibit 99

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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