Exhibit 10.1 AGREEMENT THIS AGREEMENT (the “Agreement”) dated as of July 14, 2005 between Jeffrey C. Taylor (“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; Employment Through Effective Date.
(a) Executive’s separation from the Company and each of its Affiliates (as defined below) is effective at 5:00 p.m. on August 1, 2005 (the “Effective 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, including without limitation as Founder and Chief Monster. (b) Until the Effective Date, Executive shall serve as Chief Monster of Monster, Inc. (formerly known as TMP Interactive Inc.) on the terms and conditions set forth herein. Executive’s duties and responsibilities shall consist solely of those of an executive nature that may be reasonably requested of Executive from time to time by the Company’s Chief Executive Officer (the “CEO”) or such other person from time to time designated by the CEO to deal with matters relating to this agreement (the “Designee”). It is understood that no commitment is made as to the amount or level of Executive’s duties and responsibilities, and that Executive’s obligations shall arise, if at all, only if, as and when requested by the CEO or the Designee and that any such services may be performed from any location (including Executive’s home) as reasonably directed by the CEO or the Designee. Executive agrees to perform any duties and responsibilities assigned to Executive to the best of Executive’s ability, in a diligent, trustworthy, businesslike and efficient manner for the purpose of advancing the business of the Company and its Affiliates, and to adhere to any and all of the employment policies of the Company and its Affiliates. Executive agrees not to take any actions for or on behalf of the Company or any of its Affiliates, nor bind the Company or any of its Affiliates, in any way, except with the prior written consent of the CEO or the Designee. 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 August 1, 2005 and, subject to clauses (b) and (c) below, all employee benefits regularly provided which have accrued through such date; and
(b)
On or before March 22, 2006, to provide Executive payment, if any, of 7/12ths of the performance bonus that would have been payable to Executive had he remained in the employment of the Company or one of its Affiliates through December 31, 2005, subject to each and every the term and condition set by the Compensation Committee of the Board of Directors (the “Compensation Committee”) on March 29, 2005 (the “Bonus Terms”) except only for the condition of Executive’s required employment through December 31, 2005; it is understood that the Bonus Terms include, but are not limited to, any bonuses being subject to the Company’s attainment of certain specified EPS Goals (as defined by the Compensation Committee), the provisions of Section 8(c) of the Company’s 1999 Long Term Incentive Plan, as heretofore amended (including but not limited to the right of the Compensation Committee to reduce the amounts that would be payable pursuant to a performance based award), limitations on maximum cash amounts that would be payable to individuals and provisions providing for payment of certain bonus amounts in fully vested shares of Company Common Stock; and Payment for all unreimbursed travel, entertainment and other expenses which have been incurred in accordance with Company policy on or prior to August 1, 2005, which payment shall be made promptly after presentation of appropriate receipts and invoices therefor, provided that Executive provides all such requests for reimbursement, receipts and invoices prior to November 30, 2005.
(c)
In addition, (a) the unvested and unexercisable options covered by the option agreements between Executive and the Company dated July 30, 1999 (two agreements), February 9, 2004, and December 28, 2004 (collectively, the “Specified Option Agreements”) shall as of the Effective Date automatically and immediately become both vested and exercisable, and (b) all remaining options covered by the Specified Option Agreements, including but not limited to those whose vesting and exercisability is accelerated in accordance with clause (a) above, shall as of the Effective Date automatically and immediately become exercisable for the balance of the ten year term provided by the applicable Specified Option Agreement, in the case of (a) and (b) subject to the other terms of the applicable Specified Option Agreement. 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. If and only if Executive (i) executes and delivers the Second Release (as defined below) in accordance with the provisions of Paragraph 5(a) below, and (ii) the revocation periods applicable to this Agreement and the Second Release which are described in Paragraph 6 below have each expired without Executive having exercised any right of revocation described therein (the satisfaction of the foregoing conditions (i) and (ii) is sometimes referred to as the satisfaction of the “Precondition”), and in consideration of and subject to Executive’s compliance with Executive’s agreements under this Agreement (including but not limited to the provisions of Section 4 and the provisions of the Second Release), the Company agrees to: 2
(a)
pay Executive an aggregate of $500,000 in bi-weekly installments of approximately $12,820.51 each (pro-rated for periods of less than a full biweekly period), without interest, with the first installment payable on the date which is two weeks after the date of the satisfaction of the Precondition, reduced by the gross amounts of any payroll payments paid to Executive for the period from and after August 1, 2005; through January 31, 2007 to make available to Executive (an