Exhibit
4.1


 


	
  M

  	
   

  	
  

  	
   

  	
  monster worldwide

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Monster Worldwide, Inc.

  	
   

  	
   

  
	
  COMMON STOCK

  	
   

  	
  INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE

  	
   

  	
  COMMON STOCK

  



 


 


 


	
   

  	
  This certifies that

  	
  CUSIP 611742 10 7

  
	
   

  	
   

  	
  SEE REVERSE FOR CERTAIN DEFINITIONS

  
	
   

  
	
   

  
	
   

  	
  is the owner  of

  



 


 


FULLY PAID AND NON-ASSESSABLE SHARES OF THE
COMMON STOCK, PAR VALUE $.001 PER SHARE, OF


Monster Worldwide, Inc.


(hereinafter the “Corporation”), transferable on the books of the
Corporation by the holder hereof in person or by duly authorized attorney upon
surrender of this certificate properly endorsed. This certificate is not valid
until countersigned by Transfer Agent and Registrar.


 


WITNESS the facsimile seal of the Corporation and the facsimile
signatures of the duly authorized officers.


 


Dated:


 


 


	
   

  	
  COUNTERSIGNED AND REGISTERED:

  
	
   

  	
   

  	
  THE BANK OF NEW YORK

  
	
   

  	
   

  	
  (NEW YORK, N.Y.) TRANSFER AGENT

  
	
   

  	
  AND REGISTRAR

  
	
   

  	
   

  
	
   

  	
  BY

  
	
   

  	
   

  
	
   

  	
  AUTHORIZED SIGNATURE

  
	
   

  
	
   

  
	
   

  
	
   

  	
  /s/ William Pastore

  	
  

  	
  /s/ Evan Kornrich

  
	
   

  	
  PRESIDENT AND CHIEF EXECUTIVE OFFICER

  	
  SECRETARY

  
	
   

  	
   

  	
   

  
						



 

















 


   monster worldwide


 


The Corporation will furnish without charge to each stockholder who so
requests a statement of the powers, designations, preferences, and relative,
participating, optional or other special rights of each class of stock or
series thereof of the Corporation, and the qualifications, limitations or
restrictions of such preferences and/or rights.


 


The following abbreviations, when used in the inscription on the face
of this certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:


 


	
   

  	
  TEN COM

  	
  – as tenants in common

  	
  UNIF GIFT MIN ACT – 

  	
   

  	
  Custodian

  
	
   

  	
  TEN ENT

  	
  – as tenants by the entireties

  	
   

  	
  (Cust)

  	
   

  	
  (Minor)

  
	
   

  	
  JT TEN

  	
  – as joint tenants with right of

  	
   

  	
  under Uniform Gifts to Minors

  
	
   

  	
   

  	
     survivorship and not as
  tenants

  	
   

  	
        Act

  
	
   

  	
   

  	
     in common

  	
   

  	
   

  	
  (State)

  	
   

  
								



 


Additional abbreviations may also be used
though not in the above list.


 


Important Notice:  When you sign your name to this Assignment
Form without filling in the name of your “Assignee” or “Attorney”, this stock
certificate becomes fully negotiable, similar to a check endorsed in blank. Therefore,
to safeguard a signed certificate, it is recommended that you either (i) fill
in the name of the new owner in the “Assignee” blank, or (ii) if you are
sending the signed certificate to your bank or broker, fill in the name of the
bank or broker in the “Attorney” blank. Alternatively, instead of using the
Assignment Form, you may sign a separate “stock power” form and then mail the
unsigned stock certificate and the signed “stock power” in separate envelopes.
For added protection, use certified or registered mail for a stock certificate.


 


 


For value received,
                                                                
hereby sell, assign and transfer unto


 


	
  PLEASE INSERT SOCIAL SECURITY OR OTHER

  	
   

  
	
  IDENTIFYING NUMBER OF ASSIGNEE

  	
   

  



 


	
   

  	
   

  
	
   

  	
   

  



 


	
   

  
	
   

  
	
  Please print or typewrite name and address,
  including postal zip code, of assignee

  
	
   

  



 


 Shares of the Common Stock
represented by the within Certificate, and do hereby irrevocably constitute and
appoint


 


Attorney to transfer the said stock on the books of the within-named
Corporation with full power of substitution in the premises.


 


	
  Dated

  	
   

  	
   

  



 


 


 


	
   

  	
   

  



 


NOTICE:  The signature to this
assignment must correspond with the name as written upon the face of the
Certificate, in every particular, without alteration or enlargement, or any
change whatever.