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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 | Paul Camara | 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 99.1

Agreement and General Release

THIS SEPARATION AGREEMENT AND GENERAL RELEASE (the “Agreement”) is effective as of the 15th 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:

(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; and

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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