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:
(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
2
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
compensa
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