UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 
 Form 10-K/A
 (Amendment No. 1)
 þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 FOR
THE FISCAL YEAR ENDED DECEMBER 31, 2009
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
 FOR THE TRANSITION PERIOD FROM  TO
 COMMISSION FILE NUMBER 001-34209
 
 MONSTER WORLDWIDE, INC.
 (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
 DELAWARE
    
    13-3906555(STATE OR OTHER JURISDICTION OF
    
    (I.R.S. EMPLOYERINCORPORATION OR ORGANIZATION)
    
    IDENTIFICATION NUMBER)
 622 Third Avenue, New York, New York 10017  (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)   (212) 351-7000  (REGISTRANTS TELEPHONE NUMBER, INCLUDING AREA CODE)
 
 SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
 Title of Each Class
    
    Name of Each Exchange on Which RegisteredCommon Stock, par value $.001 per share
    
    New York Stock Exchange
 SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
None
 
 Yes þ No o
 Yes o No þ
 Yes þ No o
 Yes o No o
 þ
  Large accelerated filer þ
    
    Accelerated filer o
    
    Non-accelerated filer o
(Do not check if a smaller reporting company)
    
    Smaller reporting Company o
 Yes o No þ
   DOCUMENTS INCORPORATED BY REFERENCE




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PART IV
 ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
  Financial Statements
  
 Financial Statement Schedules
      2




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Exhibits
  ExhibitNumber
    
    Description3.1
    
    
    Certificate of Incorporation, as amended.(1)3.2
    
    
    Amended and Restated Bylaws.(2)4.1
    
    
    Form of Common Stock Certificate.(1)10.1
    
    
    Form of Indemnification Agreement.(3)10.2
    
    
    1999 Long Term Incentive Plan, as amended as of January 1, 2008.(4)10.3
    
    
    Monster Worldwide, Inc. 2008 Equity Incentive Plan, as amended on April 28, 2009.(5)10.4
    
    
    Monster Worldwide, Inc. Amended and Restated Executive Incentive Plan.(6)10.5
    
    
    Form of Monster Worldwide, Inc. Restricted Stock Award Grant Notice.(7)10.6
    
    
    Form of Monster Worldwide, Inc. Restricted Stock Unit Award Grant Notice.(7)10.7
    
    
    Form of Monster Worldwide, Inc. Restricted Stock Unit Award Grant Notice for Residents of France.(7)10.8
    
    
    Form of Monster Worldwide, Inc. Restricted Stock Unit Agreement for Residents of the United Kingdom.(7)10.9
    
    
    Form of Monster Worldwide, Inc. Restricted Stock Agreement for grants of restricted stock subject to performance
vesting.(6)10.10
    
    
    Form of Monster Worldwide, Inc. Restricted Stock Unit Agreement for grants of restricted stock units subject to
performance vesting.(6)10.11
    
    
    Form of Monster Worldwide, Inc. Restricted Stock Unit Agreement for certain employees and executive officers.(8)10.12
    
    
    Form of Monster Worldwide, Inc. Stock Option Agreement for certain employees and executive officers.(9)10.13
    
    
    Form of Monster Worldwide, Inc. Non-Employee Director Restricted Stock Agreement for initial grants of restricted
stock.(10)10.14
    
    
    Form of Monster Worldwide, Inc. Non-Employee Director Restricted Stock Agreement for annual grants of restricted
stock.(10)10.15
    
    
    Employment Agreement, dated April 11, 2007, between Monster Worldwide, Inc. and Salvatore Iannuzzi.(11)10.16
    
    
    Employment Agreement, dated June 7, 2007, between Monster Worldwide, Inc. and Timothy T. Yates.(12)10.17
    
    
    Employment Letter Agreement, dated March 2, 2007, between Monster Worldwide, Inc. and Darko Dejanovic.(13)10.18
    
    
    Employment Agreement, dated as of May 15, 2008, by and between Monster Worldwide, Inc. and James M. Langrock.(14)10.19
    
    
    Employment Agreement, dated as of September 7, 2007, by and between Monster Worldwide, Inc. and Lise Poulos.(13)10.20
    
    
    Indenture of Lease, dated December 13, 1999, between the 622 Building Company LLC and the Company.(15)10.21
    
    
    Amended and Restated Credit Agreement, dated August 31, 2009, by and among Monster Worldwide, Inc., certain of
Monster Worldwide, Inc.s subsidiaries that may be designated as borrowers, Bank of America, N.A., in its
capacity as administrative agent, swing line lender and l/c issuer and the lenders identified therein.(16)10.22
    
    
    First Amendment to Credit Agreement, dated January 28, 2010, by and among Monster Worldwide, Inc. and the lenders
party thereto.(13)10.23
    
    
    Amended and Restated Subsidiary Guaranty, dated August 31, 2009, by the domestic subsidiaries of Monster
Worldwide, Inc. party thereto in favor of Bank of America, N.A., in its capacity as administrative agent.(16)10.24
    
    
    U.S. Pledge Agreement, dated August 31, 2009, by Monster Worldwide, Inc. and Monster (California), Inc. in favor
of Bank of America, N.A., in its capacity as administrative agent.(16)
  3




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ExhibitNumber
    
    Description10.25
    
    
    Share Purchase Agreement, dated as of October 8, 2008, among China HR.com Holdings Ltd., Monster Worldwide, Inc.,
Monster Worldwide Netherlands B.V., Monster Worldwide Limited, the shareholders of China HR.com Holdings Ltd.
named therein, and the other individuals named therein.(17)10.26
    
    
    Asset Purchase Agreement, dated as of February 3, 2010, by and between Monster Worldwide, Inc. and Yahoo! Inc.(18)21.1
    
    
    Subsidiaries of the Company.(13)23.1
    
    
    Consent of BDO Seidman, LLP.(13)23.2
    
    
    Consent of BDO Audit (NSW-VIC) Pty Ltd.31.1
    
    
    Certification by Salvatore Iannuzzi pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant
to Section 302 of the Sarbanes-Oxley Act of 2002.31.2
    
    
    Certification by Timothy T. Yates pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002.32.1
    
    
    Certification by Salvatore Iannuzzi pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.32.2
    
    
    Certification by Timothy T. Yates pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.99.1
    
    
    Financial Statements of CareerOne PTY Limited.
 
 (1)
    
    Incorporated by reference to Exhibits to the Companys Annual Report on Form 10-K for the fiscal year ended December
31, 2006 filed on March 1, 2007.(2)
    
    Incorporated by reference to Exhibits to the Companys Current Report on Form 8-K filed on January 27, 2010.(3)
    
    Incorporated by reference to Exhibits to the Companys Registration Statement on Form S-1 (Registration No. 333-12471).(4)
    
    Incorporated by reference to Exhibits to the Companys Quarterly Report on Form 10-Q filed on May 8, 2008.(5)
    
    Incorporated by reference to Annex A to the Companys Definitive Proxy Statement on Schedule 14A filed on April 29,
2009.(6)
    
    Incorporated by reference to Exhibits to the Companys Quarterly Report on Form 10-Q filed on November 4, 2008.(7)
    
    Incorporated by reference to Exhibits to the Companys Quarterly Report on Form 10-Q filed on July 31, 2009.(8)
    
    Incorporated by reference to Exhibits to the Companys Current Report on Form 8-K filed on March 31, 2006.(9)
    
    Incorporated by reference to Exhibits to the Companys Current Report on Form 8-K filed on December 30, 2004.(10)
    
    Incorporated by reference to Exhibits to the Companys Current Report on Form 8-K filed on June 9, 2008.(11)
    
    Incorporated by reference to Exhibits to the Companys Current Report on Form 8-K filed on April 16, 2007.(12)
    
    Incorporated by reference to Exhibits to the Companys Current Report on Form 8-K filed on June 11, 2007.(13)
    
    Incorporated by reference to Exhibits to the Companys Annual Report on Form 10-K for the fiscal year ended December
31, 2009 filed on February 4, 2010.(14)
    
    Incorporated by reference to Exhibits to the Companys Current Report on Form 8-K filed on May 15, 2008.(15)
    
    Incorporated by reference to Exhibits to the Companys Registration Statement on Form S-3 (Registration No. 333-93065).(16)
    
    Incorporated by reference to Exhibits to the Companys Current Report on Form 8-K filed on September 3, 2009.(17)
    
    Incorporated by reference to Exhibits to the Companys Current Report on Form 8-K filed on October 15, 2008.(18)
    
    Incorporated by reference to Exhibits to the Companys Current Report on Form 8-K filed on February 3, 2010.  4




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##### 



SIGNATURES
  MONSTER WORLDWIDE, INC.(Registrant)By:
    /s/  Salvatore IannuzziSalvatore IannuzziChairman of the Board, President and 
Chief Executive Officer   5




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EXHIBIT INDEX
 ExhibitNumber
    
    Description3.1
    
    
    Certificate of Incorporation, as amended.(1)3.2
    
    
    Amended and Restated Bylaws.(2)4.1
    
    
    Form of Common Stock Certificate.(1)10.1
    
    
    Form of Indemnification Agreement.(3)10.2
    
    
    1999 Long Term Incentive Plan, as amended as of January 1, 2008.(4)10.3
    
    
    Monster Worldwide, Inc. 2008 Equity Incentive Plan, as amended on April 28, 2009.(5)10.4
    
    
    Monster Worldwide, Inc. Amended and Restated Executive Incentive Plan.(6)10.5
    
    
    Form of Monster Worldwide, Inc. Restricted Stock Award Grant Notice.(7)10.6
    
    
    Form of Monster Worldwide, Inc. Restricted Stock Unit Award Grant Notice.(7)10.7
    
    
    Form of Monster Worldwide, Inc. Restricted Stock Unit Award Grant Notice for Residents of France.(7)10.8
    
    
    Form of Monster Worldwide, Inc. Restricted Stock Unit Agreement for Residents of the United Kingdom.(7)10.9
    
    
    Form of Monster Worldwide, Inc. Restricted Stock Agreement for grants of restricted stock subject to performance
vesting.(6)10.10
    
    
    Form of Monster Worldwide, Inc. Restricted Stock Unit Agreement for grants of restricted stock units subject to
performance vesting.(6)10.11
    
    
    Form of Monster Worldwide, Inc. Restricted Stock Unit Agreement for certain employees and executive officers.(8)10.12
    
    
    Form of Monster Worldwide, Inc. Stock Option Agreement for certain employees and executive officers.(9)10.13
    
    
    Form of Monster Worldwide, Inc. Non-Employee Director Restricted Stock Agreement for initial grants of restricted
stock.(10)10.14
    
    
    Form of Monster Worldwide, Inc. Non-Employee Director Restricted Stock Agreement for annual grants of restricted
stock.(10)10.15
    
    
    Employment Agreement, dated April 11, 2007, between Monster Worldwide, Inc. and Salvatore Iannuzzi.(11)10.16
    
    
    Employment Agreement, dated June 7, 2007, between Monster Worldwide, Inc. and Timothy T. Yates.(12)10.17
    
    
    Employment Letter Agreement, dated March 2, 2007, between Monster Worldwide, Inc. and Darko Dejanovic.(13)10.18
    
    
    Employment Agreement, dated as of May 15, 2008, by and between Monster Worldwide, Inc. and James M. Langrock.(14)10.19
    
    
    Employment Agreement, dated as of September 7, 2007, by and between Monster Worldwide, Inc. and Lise Poulos.(13)10.20
    
    
    Indenture of Lease, dated December 13, 1999, between the 622 Building Company LLC and the Company.(15)10.21
    
    
    Amended and Restated Credit Agreement, dated August 31, 2009, by and among Monster Worldwide, Inc., certain of
Monster Worldwide, Inc.s subsidiaries that may be designated as borrowers, Bank of America, N.A., in its
capacity as administrative agent, swing line lender and l/c issuer and the lenders identified therein.(16)10.22
    
    
    First Amendment to Credit Agreement, dated January 28, 2010, by and among Monster Worldwide, Inc. and the lenders
party thereto.(13)10.23
    
    
    Amended and Restated Subsidiary Guaranty, dated August 31, 2009, by the domestic subsidiaries of Monster
Worldwide, Inc. party thereto in favor of Bank of America, N.A., in its capacity as administrative agent.(16)10.24
    
    
    U.S. Pledge Agreement, dated August 31, 2009, by Monster Worldwide, Inc. and Monster (California), Inc. in favor
of Bank of America, N.A., in its capacity as administrative agent.(16)
  6




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##### 



ExhibitNumber
    
    Description10.25
    
    
    Share Purchase Agreement, dated as of October 8, 2008, among China HR.com Holdings Ltd., Monster Worldwide, Inc.,
Monster Worldwide Netherlands B.V., Monster Worldwide Limited, the shareholders of China HR.com Holdings Ltd.
named therein, and the other individuals named therein.(17)10.26
    
    
    Asset Purchase Agreement, dated as of February 3, 2010, by and between Monster Worldwide, Inc. and Yahoo! Inc.(18)21.1
    
    
    Subsidiaries of the Company.(13)23.1
    
    
    Consent of BDO Seidman, LLP.(13)23.2
    
    
    Consent of BDO Audit (NSW-VIC) Pty Ltd.31.1
    
    
    Certification by Salvatore Iannuzzi pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant
to Section 302 of the Sarbanes-Oxley Act of 2002.31.2
    
    
    Certification by Timothy T. Yates pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002.32.1
    
    
    Certification by Salvatore Iannuzzi pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.32.2
    
    
    Certification by Timothy T. Yates pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.99.1
    
    
    Financial Statements of CareerOne PTY Limited.
 
 (1)
    
    Incorporated by reference to Exhibits to the Companys Annual Report on Form 10-K for the fiscal year ended December
31, 2006 filed on March 1, 2007.(2)
    
    Incorporated by reference to Exhibits to the Companys Current Report on Form 8-K filed on January 27, 2010.(3)
    
    Incorporated by reference to Exhibits to the Companys Registration Statement on Form S-1 (Registration No. 333-12471).(4)
    
    Incorporated by reference to Exhibits to the Companys Quarterly Report on Form 10-Q filed on May 8, 2008.(5)
    
    Incorporated by reference to Annex A to the Companys Definitive Proxy Statement on Schedule 14A filed on April 29,
2009.(6)
    
    Incorporated by reference to Exhibits to the Companys Quarterly Report on Form 10-Q filed on November 4, 2008.(7)
    
    Incorporated by reference to Exhibits to the Companys Quarterly Report on Form 10-Q filed on July 31, 2009.(8)
    
    Incorporated by reference to Exhibits to the Companys Current Report on Form 8-K filed on March 31, 2006.(9)
    
    Incorporated by reference to Exhibits to the Companys Current Report on Form 8-K filed on December 30, 2004.(10)
    
    Incorporated by reference to Exhibits to the Companys Current Report on Form 8-K filed on June 9, 2008.(11)
    
    Incorporated by reference to Exhibits to the Companys Current Report on Form 8-K filed on April 16, 2007.(12)
    
    Incorporated by reference to Exhibits to the Companys Current Report on Form 8-K filed on June 11, 2007.(13)
    
    Incorporated by reference to Exhibits to the Companys Annual Report on Form 10-K for the fiscal year ended December
31, 2009 filed on February 4, 2010.(14)
    
    Incorporated by reference to Exhibits to the Companys Current Report on Form 8-K filed on May 15, 2008.(15)
    
    Incorporated by reference to Exhibits to the Companys Registration Statement on Form S-3 (Registration No. 333-93065).(16)
    
    Incorporated by reference to Exhibits to the Companys Current Report on Form 8-K filed on September 3, 2009.(17)
    
    Incorporated by reference to Exhibits to the Companys Current Report on Form 8-K filed on October 15, 2008.(18)
    
    Incorporated by reference to Exhibits to the Companys Current Report on Form 8-K filed on February 3, 2010.  7