Exhibit 10.5
 MONSTER WORLDWIDE, INC.  RESTRICTED STOCK UNIT AGREEMENT  FOR RESIDENTS OF THE UNITED KINGDOM
  W I T N E S S E T H :
 WHEREAS
 NOW, THEREFORE
 Grant of RSUs Section 2
 Vesting
  Incremental PercentageDate
    
    of Award Being VestedFirst Anniversary of Grant Date
    
    
    25
    %Second Anniversary of Grant Date
    
    
    25
    %Third Anniversary of Grant Date
    
    
    25
    %Fourth Anniversary of Grant Date
    
    
    25
    %




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Section
2(d)
 Section 4(a)
 Sections 2(a) , 2(b) or 2(c)
 Sections 3 and 8
 Certain Changes; Rights as a Stockholder Section 2(e)
  2




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Definitions
 Section 2(b) Section 2(b)
 Section 7
 No Employment Rights; Termination of Employment Sections 2(b) and 2(c) provided however
 Plan Provisions
 Transfer of Liability of Secondary Class 1 (Employers) National Insurance
Contributions
  3




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Schedule 1 Section 7 Schedule 1 Sections 7 or 8
 Withholding. th Section 3 Section 7 th Section 7 Section 3
 Section 8
  4




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Notices
 Binding Effect; Headings; Status
 Non-Assignability, Etc.
 Securities Laws; Insider Trading.
  5




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Applicable Law; Entire Agreement
 Amendment or Modification; Waiver
  6




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MONSTER WORLDWIDE, INC.By:Name:Title:
  Participant
 Print Name:
 National Insurance Number:
 Address:
  7




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SCHEDULE 1
 Election under Paragraph 3B of Schedule 1
to the Social Security Contribution and Benefits Act 1992
for UK resident and ordinarily resident participants only
 Between:
 MONSTER WORLDWIDE LIMITED (the Secondary Contributor), a company registered in England and Wales
with company registration number 1881381 , whose registered office is at Chancery House, 53-64
Chancery Lane, London, WC2A 1QS; and
 [Participant Name] (the Earner) whose National Insurance number and address are set forth below
his or her signature below.
     (a)
    
    any amount that counts as employment income of the Earner under section 426 of ITEPA 2003
(restricted securities: charge on certain post-acquisition events),
 (b)
    
    any amount that counts as employment income of the Earner under section 438 of that act
(convertible securities: charge on certain post-acquisition events), or
 (c)
    
    any gain that is treated as remuneration derived from the Earners employment by virtue of
section 4(4)(a) SSCBA 1992.
 Sections 7 and 8
  S-1




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(a)
    
    The Earner can at least 5 Business Days before any applicable RSU Vesting Date notify Monster
Worldwide, Inc. in writing that on the RSU Vesting Date the Earner
will provide Monster Worldwide, Inc. or the Secondary Contributor, in cleared funds, a sum
of money equal to the Secondary Contribution. Monster Worldwide, Inc. can, at its
discretion, extend the payment date by not more than 4 Business Days after the relevant RSU
Vesting Date, but it cannot extend it any further.
 (b)
    
    If the Earner does not provide the written notice mentioned in (a) above, or if the Earner
does provide such written notice but does not provide the required payment in cleared funds on
time, then under Section 8of the Restricted Stock Unit Agreement, the Earner expressly
authorizes Monster Worldwide, Inc. to withhold such number of shares of Common Stock (and/or
other items which may be distributable to the Earner on the Vesting Date pursuant to Section 3
of the Restricted Stock Unit Agreement) sufficient to satisfy the Secondary Contribution.
Monster Worldwide, Inc. and/or the Secondary Contributor would then promptly (and in any event
not later than 14 days after the end of the tax month during which the vesting occurred) make
a payment to HM Revenue & Customs equal to the Secondary Contribution.
    (i)
    
    details of the amount of National Insurance Contributions arising;
 (ii)
    
    the amount of the Secondary Contributions liability which was transferred by
way of this Election; and
 (iii)
    
    the date on which the transferred Secondary Contributions liability was paid
to the Collector of Taxes.
     S-2




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The
Earner understands that in making this election they will be personally liable for the Secondary
Contributions covered by this election.
 Dated:
 Signed for and on behalf of 
Monster Worldwide Limited
(the Secondary Contributor)
    
    Signed by
 Signed by
(the Earner)
 Print Name:
 National Insurance Number:
 Address:
  S-3