AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT
 
          TMP Worldwide Inc. ("TMPW") and Andrew J. McKelvey ("Employee") are
parties to an Employment Agreement, dated as of November 15, 1996 (the
"Employment Agreement"), and by virtue of this Amendment No. 1 to Employment
Agreement (the "Amendment Agreement"), are modifying certain terms of the
Employment Agreement.
 
          The parties hereby agree as follows:
 
               1.   Effective as of the date hereof, all references to
          "President" in Sections 1.1 and 1.2 of the Employment Agreement are
          hereby amended to read "Chief Executive Officer".
 
               2.   Effective as of January 1, 1998, (i) Section 2.3(c) of the
          Employment Agreement is deleted in its entirety, and (ii) all
          references to ",including but not limited to mandatory bonuses" in
          Sections 2.2(a) and 2.2(b) of the Employment Agreement are hereby
          deleted in their entirety.
 
               3.   The Employment Agreement, as amended by this Amendment
          Agreement, is hereby ratified and confirmed and remains in full force
          and effect.
 
          The parties hereto have executed this Amendment Agreement on November
4, 1998.
 
 
                                   TMP WORLDWIDE INC.
 
 
                                   By: /s/ Thomas G. Collison
                                      --------------------------
                                      By: Thomas G. Collison
                                      Title: Vice Chairman
 
 
 
                                   /s/ Andrew J. McKelvey
                                   -----------------------------
                                   Andrew J. McKelvey

 

AMENDMENT NO. 2 TO EMPLOYMENT AGREEMENT
 
            TMP Worldwide Inc. ("TMPW") and Andrew J. McKelvey ("Employee") are
parties to an Employment Agreement, dated as of November 15, 1996, as amended
pursuant to Amendment No. 1 to Employment Agreement dated November 4, 1998,
(collectively, the "Employment Agreement"), and by virtue of this Amendment No.
2 to Employment Agreement (the "Amendment Agreement"), are modifying certain
terms of the Employment Agreement.
 
            The parties hereby agree as follows:
 
                  1. The clause of Section 2.1 of the Employment Agreement
            stating "a base salary at a rate of one million five hundred
            thousand dollars ($1,500,000) per annum (the "Base Salary")" is
            hereby amended to read "a base salary at a rate of five hundred
            thousand ($500,000) per annum (the "Base Salary")".
 
                  2. A new Section 2.3(c) is hereby added to the Employment
            Agreement immediately following existing Section 2.3(b), which new
            Section 2.3(c) reads in its entirety as follows:
 
                  "(c)  With respect to each calendar year of the Employment
                        Period, Employee shall be entitled to a bonus as
                        follows:
 
                        (i)   In the event that the Earnings Per Share (as
                              defined below) of the Company for a particular
                              calendar year exceed the Internal Projections (as
                              defined below) for that year by 10% or more but
                              less than 20%, then Employee shall be entitled to
                              a bonus of 10% of the Base Salary;
 
                        (ii)  In the event that the Earnings Per Share of the
                              Company for a particular calendar year exceed the
                              Internal Projections for that year by 20% or more
                              but less than 50%, then Employee shall be entitled
                              to a bonus of 20% of the Base Salary; and
 
                        (iii) In the event that the Earnings Per Share of the
                              Company for a particular calendar year exceed the
                              Internal Projections for that year by 50% or more
                              then Employee shall be entitled to a bonus of 100%
                              of the Base Salary.
 
            As used herein, "Internal Projections" shall mean the last internal
            Earnings Per Share projections developed by the Company for the
            relevant calendar year prior to the end of the first quarter of such
            calendar year. As used herein, "Earnings Per Share" means diluted
            earnings per share determined in accordance with generally accepted
            accounting principles, exclusive of the after tax effects of merger
            costs.
<PAGE>
 
            The bonus payable under this Section 2.3(c) shall be payable no
            later than 90 days after the end of calendar year to which it
            relates. For any periods at less than a full calendar year of the
            Employment Period, the bonus shall be prorated on the basis of
            internal projections for the shorter period as well as the Base
            Salary paid during such shorter period as determined by the Board on
            its reasonable discretion."
 
                  3. The Employment Agreement, as amended by this Amendment
            Agreement, is hereby ratified and confirmed and remains in full
            force and effect.
 
            The parties hereto have executed this Amendment Agreement on May 1,
            1999.
 
 
                                         TMP WORLDWIDE INC.
 
 
 
                                         By: /s/ Thomas G. Collison
                                             ----------------------------------
                                             By: Thomas G. Collison
                                             Title: Vice Chairman and Secretary
 
 
 
                                            /s/ Andrew J. McKelvey
                                         --------------------------------------
                                            Andrew J. McKelvey
 
 
                                      - 2 -

 

 

AMENDMENT NO. 3 TO EMPLOYMENT AGREEMENT

 

TMP Worldwide Inc. ("TMPW") and Andrew J. McKelvey ("Employee") are parties to an Employment Agreement, dated as of November 15, 1996, as amended pursuant to Amendment No. 1 to Employment Agreement dated November 4, 1998 and Amendment No. 2 to Employment Agreement dated May 1, 1999 (collectively, the "Employment Agreement"), and by virtue of this Amendment No. 3 to Employment Agreement (the "Amendment Agreement"), are modifying certain terms of the Employment Agreement.

 

The parties hereby agree as follows:

 

1.             The clause of Section 1.3 of the Employment Agreement stating “shall continue through and until November 14, 2001 (the "Initial Employment Period”)” is hereby amended to read “shall continue through and until May 15, 2005 (the "Initial Employment Period”)”.

 

2.             The clause of Section 2.1 of the Employment Agreement stating “a base salary at a rate of five hundred thousand ($500,000) per annum (the “Base Salary”)” is hereby amended to read “a base salary at a rate of two hundred thousand ($200,000) per annum (the “Base Salary”)”.

 

3.             Section 2.3 of the Employment Agreement is revised to read in its entirety as follows:

 

“2.3 Stock Options.  During the Employment Period, Employee shall be eligible to receive such stock options, if any, as the Compensation Committee of the Board may grant in its sole and absolute discretion.”

 

4.             The references in Section 4.6 to “1633 Broadway, 33rd Floor, New York, NY 10019” are hereby revised to read “622 Third Avenue, 39th Floor, New York, NY 10017.”

 

5.             The Employment Agreement, as amended by this Amendment Agreement, is hereby ratified and confirmed and remains in full force and effect.

 

 

 



 

 

The parties hereto have executed this Amendment Agreement on May 30, 2002.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

TMP WORLDWIDE INC.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

By:

/s/ Myron Olesnyckyj

 

 

 

 

 

 

 

By:

Myron Olesnyckyj

 

 

 

 

 

 

 

Title:

Senior Vice President-General Counsel

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

/s/ Andrew J. McKelvey

 

 

 

 

 

 

 

Andrew J. McKelvey

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2




AMENDMENT NO. 4 TO EMPLOYMENT AGREEMENT

 

Monster Worldwide, Inc. (“Monster”) and Andrew J. McKelvey (“Employee”) are parties to an Employment Agreement, dated as of November 15, 1996, as amended pursuant to Amendment No. 1 to Employment Agreement dated November 4, 1998, Amendment No. 2 to Employment Agreement dated May 1, 1999, and Amendment No. 3 to Employment Agreement dated May 30, 2002 (collectively, the “Employment Agreement”), and by virtue of this Amendment No. 4 to Employment Agreement (the “Amendment Agreement”), are modifying certain terms of the Employment Agreement.

 

The parties hereby agree as follows:

 

1.             The first full sentence of Section 2.1 is hereby amended to read in its entirety:

 

“In consideration of Employee performing Employee’s duties under this Agreement, during the Employment Period, the Company will pay Employee a base salary at a rate of one million dollars ($1,000,000) per annum (the “Base Salary”), payable in accordance with the Company’s regular payroll policy for salaried employees.”

 

2.             Section 2.3 of the Employment Agreement is revised to read in its entirety as follows:

 

“2.3 Bonuses.  During the Employment Period, Employee shall be eligible to receive such bonuses, stock and stock options, if any, as the Compensation Committee of the Board may grant in its sole and absolute discretion.”

 

3.             The Employment Agreement, as amended by this Amendment Agreement, is hereby ratified and confirmed and remains in full force and effect.

 

The parties hereto have executed this Amendment Agreement on April 1, 2004.

 



 

 

MONSTER WORLDWIDE, INC.

 

 

 

 

 

By:

    /s/ Myron Olesnyckyj

 

 

By:  Myron Olesnyckyj

 

Title: Senior Vice President-General Counsel

 

 

 

 

 

  /s/ Andrew J. McKelvey

 

 

Andrew J. McKelvey

 

 

AMENDMENT NO. 5 TO EMPLOYMENT AGREEMENT

 

As of September 8, 2005

 

 

Mr. Andrew J.  McKelvey

 

 

Dear Andy:

 

The Employment Agreement between you (“Employee’) and Monster Worldwide, Inc., f/k/a TMP Worldwide Inc. (the “Company”), dated as of November 15, 1996, as amended pursuant to Amendment No. 1 to Employment Agreement dated November 4, 1998, Amendment No. 2 to Employment Agreement dated May 1, 1999, Amendment No. 3 to Employment Agreement dated May 30, 2002 and Amendment No. 4 to Employment Agreement dated April 1, 2004 (collectively, the “Employment Agreement”), is hereby amended by this Amendment No. 5 to Employment Agreement as follows:

 

1.                                       A new Section 2.5 is added to the Employment Agreement immediately following Section 2.4 thereof. The new Section 2.5 shall read in its entirety as follows:

 

“2.5.                        Change In Control.

 

(a)                                  In the event of any Change in Control (as defined below), any (i) options to purchase Common Stock of the Company that may be granted to Employee from time to time pursuant to written stock option agreements between Employee and the Company, and (ii) shares of restricted stock that may be granted to Employee from time to time pursuant to written stock bonus agreements between Employee and the Company, in each case which have not theretofore vested or become exercisable, shall automatically and immediately become fully vested and exercisable. For purposes hereof, the term “Change in Control” shall be deemed to occur if (1) there shall be consummated (A) any consolidation, merger or reorganization involving the Company, unless such consolidation, merger or reorganization is a “Non-Control Transaction” (as defined below) or (B) any sale, lease, exchange or other transfer (in one transaction or a series of related transactions) of all, or substantially all, of the assets of the Company, or (2) the stockholders of the Company shall approve any plan or proposal for liquidation or dissolution of the Company, or (3) any person (as such term is used in Section 13(d) and 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), shall become the beneficial owner (within the meaning of Rule 13d-3 under the Exchange Act) of more than 50% of the combined voting power of the Company’s then outstanding voting securities other than (a) a person who owns or owned shares of Class B Common Stock of the Company, (b) pursuant to a plan or arrangement entered into by such person and the Company, or (c) pursuant to receipt of such shares from a stockholder of the Company pursuant to such stockholder’s will or the laws of descent and distribution.  A “Non-Control Transaction” shall mean a consolidation, merger or reorganization of

 



 

the Company where (1) the stockholders of the Company immediately before such consolidation, merger or reorganization own, directly or indirectly, at least a majority of the combined voting power of the outstanding voting securities of the corporation resulting from such consolidation, merger or reorganization (the “Surviving Corporation”), (2) the individuals who were members of the Board of the Company immediately prior to the execution of the agreement providing for such consolidation, merger or reorganization constitute at least 50% of the members of the Board of Directors of the Surviving Corporation, or a corporation directly or indirectly beneficially owning a majority of the voting securities of the Surviving Corporation and (3) no person (other than (a) the Company, (b) any subsidiary of the Company, (c) any employee benefit plan (or any trust forming a part thereof) maintained by the Company, the Surviving Corporation or any subsidiary, or (d) any person who, immediately prior to such consolidation, merger or reorganization, beneficially owned more than 50% of the combined voting power of the Company’s then outstanding voting securities) beneficially owns more than 50% of the combined voting power of the Surviving Corporation’s then outstanding voting securities.

 

(b)                                 Anything in this agreement to the contrary notwithstanding, in the event it shall be determined that any payment or distribution by the Company to or for the benefit of Employee (whether paid or payable or distributed or distributable pursuant to the terms of this agreement or otherwise, but determined without regard to any additional payments required under this Section 2.5) (a “Company Payment”) would be subject to the excise tax imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”), or any interest or penalties are incurred by Employee with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “Excise Tax”), then Employee shall be entitled to receive an additional payment (a “Gross-Up Payment”) in an amount such that after payment by Employee of all taxes (including any interest or penalties imposed with respect to such taxes), including, without limitation, any income taxes (and any interest and penalties imposed with respect thereto) and Excise Tax imposed upon the Gross-Up Payment, Employee retain an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Company Payments.

 

(c)                                  For purposes of determining whether any of the Company Payments and Gross-Up Payments (collectively the “Total Payments”) will be subject to the Excise Tax and the amount of such Excise Tax, (i) the Total Payments shall be treated as “parachute payments” within the meaning of Section 280G(b)(2) of the Code, and all “parachute payments” in excess of the “base amount” (as defined under Code Section 280G(b)(3) of the Code) shall be treated as subject to the Excise Tax, unless and except to the extent that, in the opinion of the Company’s independent certified public accountants appointed prior to any change in ownership (as defined under Code Section 280G(b)(2)) or tax counsel selected by such accountants (the “Accountants”) such Total Payments (in whole or in part) either do not constitute “parachute payments,” represent reasonable compensation for services actually rendered within the meaning of Section 280G(b)(4) of the Code in excess of the “base amount” or are otherwise not subject to the Excise Tax, and (ii) the value of any non-cash benefits or any deferred payment or benefit shall

 



 

be determined by the Accountants in accordance with the principles of Section 280G of the Code.

 

(d)                                 For purposes of determining the amount of the Gross-Up Payment, Employee shall be deemed to pay U.S. federal income taxes at the highest marginal rate of U.S. federal income taxation in the calendar year in which the Gross-Up Payment is to be made and state and local income taxes at the highest marginal rate of taxation in the state and locality of Employee’s residence for the calendar year in which the Company Payment is to be made, net of the maximum reduction in U.S. federal income taxes which could be obtained from deduction of such state and local taxes if paid in such year.  In the event that the Excise Tax is later determined by the Accountant or the Internal Revenue Service to exceed the amount taken into account hereunder at the time the Gross-Up Payment is made (including by reason of any payment the existence or amount of which cannot be determined at the time of the Gross-Up Payment), the Company shall make an additional Gross-Up Payment in respect of such excess (plus any interest or penalties payable with respect to such excess) at the time that the amount of such excess is finally determined.

 

(e)                                  The Gross-Up Payment or portion thereof provided for in subsection (c) above shall be paid not later than the thirtieth day following an event occurring which subjects Employee to the Excise Tax; provided, however, that if the amount of such Gross-Up Payment or portion thereof cannot be finally determined on or before such day, the Company shall pay to Employee on such day an estimate, as determined in good faith by the Accountant, of the minimum amount of such payments and shall pay the remainder of such payments (together with interest at the rate provided in Section 1274(b)(2)(B) of the Code), subject to further payments pursuant to subsection (c) hereof, as soon as the amount thereof can reasonably be determined, but in no event later than the ninetieth day after the occurrence of the event subjecting Employee to the Excise Tax.

 

(f)                                    If any controversy arises between Employee and the Internal Revenue Service or any state or local taxing authority (a “Taxing Authority”) with respect to the treatment on any return of the Gross-Up Payment, or of any Company Payment, or with respect to any return which a Taxing Authority asserts should show an Excise Tax, including, without limitation, any audit, protest to an appeals authority of a Taxing Authority or litigation (“Controversy”), (i) the Company shall have the right to participate with Employee in the handling of such Controversy, (ii) the Company shall have the right, solely with respect to a Controversy, to direct Employee to protest or contest any proposed adjustment or deficiency, initiate an appeals procedure within any Taxing Authority, commence any judicial proceeding, make any settlement agreement, or file a claim for refund of tax, and (iii) Employee shall not take any of such steps without the prior written approval of the Company, which the Company shall not unreasonably withhold. If the Company so elects, Employee shall be represented in any Controversy by attorneys, accountants, and other advisors selected by the Company, and the Company shall pay the fees, costs and expenses of such attorneys, accountants, or advisors, and any tax liability Employee may incur as a result of such payment. Employee shall promptly notify the Company of any communication with a Taxing Authority, and Employee shall promptly furnish to the Company copies of any written

 



 

correspondence, notices, or documents received from a Taxing Authority relating to a Controversy. Employee shall cooperate fully with the Company in the handling of any Controversy by furnishing the Company any information or documentation relating to or bearing upon the Controversy; provided, however, that Employee shall not be obligated to furnish to the Company copies of any portion of Employee’s tax returns which do not bear upon, and are not affected by, the Controversy.

 

(g) Employee shall pay over to the Company, with ten (10) days after receipt thereof, any refund Employee receive from any Taxing Authority of all or any portion of the Gross-Up Payment or Excise Tax, together with any interest Employee receive from such Taxing Authority on such refund. For purposes of this Section 2.5, a reduction in Employee’s tax liability attributable to the previous payment of the Gross-Up Payment or the Excise Tax shall be deemed to be a refund. If Employee would have received a refund of all or any portion of the Gross-Up Payment or the Excise Tax, except that a Taxing Authority offset the amount of such refund against other tax liabilities, interest, or penalties, Employee shall pay the amount of such offset over to the Company, together with the amount of interest Employee would have received from the Taxing Authority if such offset had been an actual refund, within ten (10) days after receipt of notice from the Taxing Authority of such offset.”

 

2.                                       The Employment Agreement, as amended by this Amendment No. 5 to Employment Agreement, is hereby ratified and confirmed and remains in full force and effect.

 

Please sign below to indicate your agreement with the foregoing.

 

 

 

MONSTER WORLDWIDE, INC.

 

 

 

 

By:

 

/s/ Myron Olesnyckyj

 

 

Name:  Myron Olesnyckyj

 

Title:  Senior Vice President

 

 

 

 

 

 

Accepted and Agreed:

 

 

 

 

 

    /s/ Andrew J. McKelvey

 

 

 

Andrew J. McKelvey