MONSTER WORLDWIDE, INC. RESTRICTED STOCK UNIT AGREEMENT FOR RESIDENTS OF THE UNITED KINGDOM

Exhibit 10.5

MONSTER WORLDWIDE, INC.
RESTRICTED STOCK UNIT AGREEMENT
FOR RESIDENTS OF THE UNITED KINGDOM

This RESTRICTED STOCK UNIT AGREEMENT FOR RESIDENTS OF THE UNITED KINGDOM (the “Agreement”) is made, effective as of [Grant Date] (the “Grant Date”), by and between MONSTER WORLDWIDE, INC., a Delaware corporation (hereinafter called the “Company”) with State of Delaware registration number 2658285, whose registered office in the State of Delaware is at 2711 Centerville Road, Suite 400, Wilmington, DE 19808, and [Participant Name] (hereinafter called the “Participant”).

W I T N E S S E T H :

WHEREAS , the Committee desires to award to the Participant pursuant to the Company’s 2008 Equity Incentive Plan (the “Plan”) a grant of Restricted Stock Units (referred to herein as “RSUs”) upon the terms and conditions set forth in this Agreement.

NOW, THEREFORE , the parties hereto agree as follows:

1.  Grant of RSUs . Subject to the terms and conditions of this Agreement and the Plan, the Committee hereby grants to the Participant [Number of RSUs] RSUs as of the date of this agreement (the “Grant Date”). The RSUs shall vest and payment in respect of such RSUs shall be made, if at all, in accordance with Section 2 hereof.

2. Vesting .

(a) The RSUs granted to the Participant shall vest and payment in respect of such number of RSUs shall be made as to the percentage of the RSUs indicated on the dates specified below (each a “RSU Vesting Date”), provided that the Participant has remained in the continuous employment of the Company or any of its Affiliates from the Grant Date through and including each applicable RSU Vesting Date:

Any fractional RSUs resulting from the strict application of the incremental percentages set forth above will be disregarded and the actual number of RSUs becoming vested on any specific RSU Vesting Date will cover only the full number of RSUs determined by applying the relevant incremental percentage.

(b) In the event that during the period of the Participant’s employment with the Company or one of its Affiliates after the Grant Date:

(i) the Participant dies, or

(ii) the Participant incurs a Disability,

(such events are collectively referred to as “Acceleration Events”), then all outstanding unvested RSUs shall immediately vest as of the date of the applicable Acceleration Event, subject to Section 2(d) below.

(c) In the event that during the period of the Participant’s employment with the Company or one of its Affiliates after the Grant Date a Change in Control shall occur, then all outstanding unvested RSUs that have not been forfeited prior to the date of such Change in Control shall vest on the date of such Change in Control. In the event that the Change in Control occurs on a date prior to the date that a Participant is determined to be Disabled for purposes of the Plan and this Agreement, but the Committee, in its sole determination expects the Participant to be Disabled at the end of the 9-month period referred to in Section 4(a) of this Agreement, then all of the unvested RSUs of such Participant, to the extent not previously forfeited, shall vest upon the date of the Change in Control.

(d) In the event that any calendar date on which vesting is purportedly scheduled pursuant to the terms of Sections 2(a), 2(b) or 2(c) above is not a Business Day (as defined below), the vesting shall automatically be delayed until the first Business Day following that calendar date. “Business Day” means a date on which commercial banks in New York, New York are open for general business.

(e) As a condition to the receipt of the RSUs, the Participant is required to open an account with the third party administering the Company’s equity awards programs (currently Charles Schwab) (the “Administrator”). On or as soon as reasonably practicable following the applicable RSU Vesting Date (but in no event later than the end of the calendar year in which such date occurs), the Company shall deliver to the Participant’s account with the Administrator one share of Common Stock with respect to each whole RSU that vests on such date, subject to Sections 3 and 8 below. Upon such delivery, all obligations of the Company with respect to each such RSU shall be deemed satisfied in full.

3.  Certain Changes; Rights as a Stockholder . The number and class of shares of Common Stock which are distributable to the Participant with respect to any RSU covered by this Agreement shall be adjusted proportionately or as otherwise appropriate to reflect any increase or decrease in the number of issued shares of Common Stock resulting from a stock split, spin-off, split-off, split-up, recapitalization, capital reorganization, reclassification of shares of Common Stock, merger or consolidation, or any like capital adjustment, or the payment of any stock dividend, and/or to reflect a change in the character or class of shares covered by the Plan arising from a readjustment or recapitalization of the Company’s capital stock, in each case as determined by the Committee. The Participant shall not have any rights to cash dividends, voting rights or other rights of a stockholder with respect to the RSUs covered by this Agreement until the Company delivers Common Stock to the Participant’s account in accordance with Section 2(e) . For purposes of clarity, it is understood that an RSU is an unsecured right to acquire one share of Common Stock in accordance with the terms of this Agreement and that prior to the vesting, if any, of an RSU in accordance with this Agreement, a Participant (i) will not be treated as the owner of the Common Stock distributable with respect to an RSU, (ii) will not have any rights as a stockholder as to the Common Stock distributable with respect to an RSU, and (iii) will have only a contractual right to receive the Common Stock distributable with respect to an RSU, unsecured by any assets of the Company or any of its Affiliates.

4.  Definitions . Capitalized terms not otherwise defined herein shall have the same meanings as in the Plan. The following terms shall have the following meanings:

(a) “Disability” or “Disabled” means, notwithstanding any definition in the Plan, that, in the determination of the Committee, the Participant is both (i) unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months and (ii) (x) in case the Participant is eligible for the long term disability program offered to United States-based employees by the Company or its Affiliates, the Participant has actually received long term disability benefits for no less than 9 months or (y) in case the Participant is not eligible for such long term disability program solely by virtue of not being based in the United States, the Participant would have been eligible to receive long term disability benefits for no less than 9 months but for the Participant not being based in the United States. For purposes of Section 2(b) above, it is understood that the Disability shall be deemed to be incurred on the last day of the 9-month period contemplated in clause (ii) of the immediately preceding sentence. In the event the Participant has met the condition set forth in clause (i) of the first sentence of this definition but does not satisfy the condition set forth in clause (ii) of this definition solely by reason of the Participant’s death, then the provisions of such clause (ii) shall be deemed to have been satisfied and for purposes of Section 2(b) above the Disability shall be deemed to be incurred on the date of such death.

(b) “PAYE liability” shall mean the amount, if any, of (i) income tax payable by deduction under Part 11 of the UK Income Tax (earnings and Pensions) Act 2003, (ii) primary Class 1 (employees) National Insurance Contributions and (iii) secondary Class 1 (employers) National Insurance Contributions transferred to the Participant as provided in Section 7 below.

5.  No Employment Rights; Termination of Employment . Nothing in this Agreement shall give the Participant any right to continue in the employment of the Company or any Affiliate, or to interfere in any way with the right of the Company or any Affiliate to terminate the employment of the Participant. Except as otherwise expressly provided in Sections 2(b) and 2(c) hereof, RSUs that are not vested as of the date the Participant’s employment with the Company and its Affiliates terminates or ceases for any reason or no reason, whether voluntary or involuntary (including, without limitation, termination or cessation of employment with or without cause or arising out of or in connection with a reduction in force, sale or shutdown of certain operations, or otherwise), shall immediately and automatically terminate and be forfeited in their entirety, provided , however , that only for purposes of this Agreement the Participant’s employment shall not be deemed terminated solely by virtue of the Participant’s voluntary cessation of employment in circumstances that the Committee determines are reasonably likely to result in a Disability for so long as the Committee determines that the Participant continues to satisfy the conditions that would ultimately lead to the Committee’s determination that the Participant has incurred a Disability.

6.  Plan Provisions . The provisions of the Plan shall govern, and if or to the extent that there are inconsistencies between those provisions and the provisions hereof, the provisions of the Plan shall govern. The Participant acknowledges receipt of a copy of the Plan prior to the execution of this Agreement.

7.  Transfer of Liability of Secondary Class 1 (Employers) National Insurance Contributions . The Company and one or more of its Affiliates (collectively, the “Secondary Contributor”) may have liability to secondary Class 1 (employers) National Insurance Contributions arising in connection with the RSUs. The secondary Class 1 (employers) National Insurance Contributions means the amount chargeable under Section 4(4)(a) of the UK Social Security Contributions and Benefits Act 1992 (the “SSCBA”) (or whatever prevailing law or rates are applicable at RSU Vesting Dates from time to time) and is currently 12.8% multiplied by the Market Rate (as defined below). “Market Rate” means the prevailing rate which can normally

be obtained from sale by a willing vendor to a willing purchaser on an arm’s length basis. The Participant agrees to promptly enter into a joint election with the Secondary Contributor to transfer in its entirety, the liability to secondary Class 1 (employers) National Insurance Contributions which arises in connection with the RSUs and the Participant hereby agrees to accept the transfer from the Secondary Contributor, the entire liability to secondary Class 1 (employers) National Insurance Contributions which arises in connection with the RSUs. The formal election will be evidenced by the appropriate parties signing a joint election on the terms (or substantially on the terms, if modifications to the terms are agreed by the Secondary Contributor in its sole and absolute discretion, and, where neces