EXHIBIT (a)(1)(B)
MONSTER WORLDWIDE, INC.
OFFER TO AMEND ELIGIBLE OPTION
LETTER OF TRANSMITTAL
THE OFFER AND WITHDRAWAL RIGHTS EXPIRE AT 11:59 P.M., EASTERN TIME,
ON APRIL 10, 2007, UNLESS THE OFFER IS EXTENDED.
[Name]
Important: Read the remainder of this Letter of Transmittal before completing
and signing this page.
Indicate your decision to accept the Offer to Amend with respect to your
Eligible Options as follows:
1. to amend all of your Eligible Options, check Box 1, "Amend All Eligible
Options"; or
2. to amend some of your Eligible Options, check Box 2, "Amend the Eligible
Options Indicated Below" and for each of your Eligible Options listed below,
place a check in the column titled "Amend Eligible Option" or in the column
titled "Do Not Amend Eligible Option."
If you do not want to accept the Offer to Amend with respect to any of your
Eligible Options, check the "Do Not Amend Eligible Options" box.
If you do not clearly mark one of those three boxes, your election will default
to "Do Not Amend Eligible Option" and your Eligible Option will not be amended
to increase the exercise price and may be subject to adverse tax consequences
under Section 409A of the Internal Revenue Code. You are solely responsible for
such tax consequences. In addition, you will not become entitled to the special
cash payment payable to individuals who submit their Eligible Options for
amendment.
Box 1: [ ] Amend All Eligible Options
Box 2: [ ] Amend the Eligible Options Indicated Below
Number of
Total Shares
1999 Long Number of Subject to Exercise Adjusted
Term Shares Portion Price Per Exercise Do Not
Incentive Subject to Qualifying Share Price Per Amend Amend
Grant Plan Option Outstanding as Eligible Prior to Share if Eligible Eligible
Date Number Option Option Amendment Amended Option Option
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[ ] [ ]
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[ ] [ ]
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[ ] [ ]
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Box 3: [ ] Do Not Amend Eligible Options
Signature: ___________________________________________
Date: ___________________________________________
IMPORTANT: YOU MUST ALSO COMPLETE AND SIGN ON PAGE 4.
To: Monster Worldwide, Inc.
By checking either the "Amend All Eligible Options" box or "Amend the Eligible
Options Indicated Below" box in the table on page 1 of this Letter of
Transmittal, I understand and agree to all of the following:
1. I hereby accept the Offer to Amend by Monster Worldwide, Inc., a
Delaware corporation ("Monster"), to amend my Eligible Option(s) in accordance
with the terms set forth in (i) the Offer to Amend dated March 13, 2007 (the
"Offer"), of which I hereby acknowledge receipt, and (ii) this Letter of
Transmittal (the "Letter"). My Eligible Options consist of the portions of the
options granted to me under Monster's 1999 Long Term Incentive Plan to purchase
shares of Monster common stock that have the grant dates and exercise prices per
share listed on page 1 of this Letter of Transmittal and that (i) were unvested
as of December 31, 2004 and (ii) will be outstanding and unexercised as of the
expiration of the Offer. My Eligible Options for which the Offer is accepted
will be amended to have an adjusted exercise price per share listed on page 1 of
this Letter of Transmittal on the first business day following the expiration
date of the Offer. The date on which my Eligible Option is amended will
constitute the "Amendment Date." All other capitalized terms used in this Letter
but not defined herein have the meaning assigned to them in the Offer document.
2. The Offer is currently set to expire at 11:59 p.m. Eastern Time on April
10, 2007 (the "Expiration Date"), unless Monster, in its discretion, extends the
period of time during which the Offer will remain open. In such event, the term
"Expiration Date" will mean the latest time and date at which the Offer, as so
extended, expires.
3. On the Amendment Date, the exercise price of my Eligible Options for
which the Offer is accepted will be amended to the adjusted exercise price per
share listed on page 1 of this Letter of Transmittal (the "Amended Exercise
Price"). Except for the adjusted exercise price, all the terms and provisions of
my amended Eligible Option will be the same as in effect immediately before the
amendment.
4. If I have chosen amend my Eligible Options to increase the exercise
price, I will become eligible for a cash payment (the "Cash Payment") in an
amount determined by multiplying (i) the number of shares of common stock
subject to the Eligible Options by (ii) the difference between the adjusted
exercise price and the original exercise price. The Cash Payment will be paid in
two installments. The Cash Payment payable with respect to the portions of my
Eligible Options that were vested as of the Expiration Date will not be subject
to any vesting conditions and will be payable as soon as practicable after
January 1, 2008. Any Cash Payment payable with respect to the portions of my
Eligible Options that were scheduled to vest after the Expiration Date will
become payable only if those portion of Eligible Option vest, and will be paid
as soon as practicable after the later of (i) January 1, 2008, or (ii) the date
those portions of my Eligible Options vest.
5. Until the Expiration Date, I will have the right to withdraw my
acceptance of the Offer to amend my Eligible Options. However, after May 8,
2007, the 40th business day after commencement of the Offer, I may then withdraw
my acceptance of the Offer at any time prior to Monster's acceptance of that
option for amendment pursuant to the Offer.
6. The acceptance of the Offer to amend my Eligible Options pursuant to the
procedure described in Section 4 of the Offer and the instructions to this
Letter of Transmittal will constitute my acceptance of all of the terms and
conditions of the Offer. Monster's acceptance of my option for amendment
pursuant to the Offer will constitute a binding agreement between Monster and me
upon the terms and subject to the conditions of the Offer.
7. I am the registered holder of the Eligible Options submitted hereby, and
my name, employee identification number and other information appearing on the
cover page of this Letter are true and correct.
8. I am not required to accept the Offer to amend my Eligible Options.
However, if I do not accept the Offer with respect to such options (or I
withdraw my acceptance), then I must take other action on my own with respect to
that option in order to bring the options into compliance with Section 409A of
the Internal Revenue Code
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or pay the taxes and penalties under Section 409A (and any similar provisions
under state law). I will be solely responsible for any such taxes and penalties.
9. Monster cannot give me legal, tax or investment advice with respect to
the Offer and has advised me to consult with my own legal, tax and investment
advisors as to the consequences of participating or not participating in the
Offer.
10. Under certain circumstances set forth in the Offer document, Monster
may terminate or amend the Offer and postpone its acceptance and amendment of
the Eligible Options. In the event Monster does not accept my Eligible Options
for which I have accepted the Offer, those options will be returned to me
promptly following the expiration or termination of the Offer.
I understand that neither Monster nor the board of directors of Monster is
making any recommendation as to whether I should accept or refrain from
accepting the Offer with respect to my Eligible Options, and that I must make my
own decision whether to accept the Offer with respect to my Eligible Options,
taking into account my own personal circumstances and preferences. I have read
the section titled "Certain Risks of Participating in the Offer" of the Offer to
Amend, including the statement that it is possible that the U.S. Internal
Revenue Service will not accept the measurement date methodology that has been
accepted by the Securities and Exchange Commission in connection with the
restatement of Monster's financial statements, in which case amending the
exercise price of my Eligible Options to the Amended Exercise Price may not
result in my Eligible Options being no longer subject to Section 409A of the
Internal Revenue Code.
I agree that Monster shall not be liable for any costs, taxes, loss or
damage that I may incur through my election to accept or decline the Offer with
respect to my Eligible Options.
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SIGNATURE OF OPTIONEE
(Signature of Optionee or Authorized Signatory)
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(Optionee's Name, please print in full) (Capacity of Authorized Signatory, if applicable)
Date: _____________, 2007
Address (if different than on cover page) Daytime Telephone: (___)______________
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Email address:______________________@monsterworldwide.com
Please read the instructions on pages 5 and 6 of this Letter of Transmittal and
then complete, sign and date the table on the cover page and the signature block
above and return the entire Letter of Transmittal (including the instructions)
no later than 11:59 p.m. Eastern Time on April 10, 2007, via facsimile to The
Altman Group, Inc., Attn: Jason Vinick, at facsimile number (201) 460-0050.
DELIVERY OF THIS LETTER OF TRANSMITTAL IN ANY WAY OTHER THAN VIA FACSIMILE TO
THE FACSIMILE NUMBER ABOVE WILL NOT CONSTITUTE A VALID DELIVERY.
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INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER
1. Delivery of Letter of Transmittal. A properly completed and duly executed
original of this Letter of Transmittal (pages 1-4), and any other documents
required by this Letter of Transmittal, must be received by Monster at the
facsimile number set forth on the signature page of this Letter of Transmittal
by 11:59 p.m. Eastern Time on the Expiration Date.
Delivery will be deemed made only when actually received by Monster. We intend
to confirm receipt of your Letter of Transmittal within two (2) U.S. business
days. If you have not received such confirmation, it is your responsibility to
ensure that your Letter of Transmittal has been received by the Expiration Date.
Monster recommends that you retain a copy of the fax receipt. You should in all
events allow sufficient time to ensure timely delivery.
Acceptance of the Offer with respect to Eligible Options may be withdrawn up to
11:59 p.m. Eastern Time on the Expiration Date. If the Offer is extended by
Monster beyond that time, you may withdraw your acceptance of the Offer with
respect to your Eligible Option at any time until the extended expiration of the
Offer. In addition, if Monster does not accept your Eligible Options by 11:59
p.m. Eastern Time on May 8, 2007, you may withdraw your acceptance of the Offer
with respect to your Eligible Options at any time thereafter until that option
is accepted for amendment. To validly withdraw your acceptance, you must deliver
a properly completed and duly executed Withdrawal Form while you still have the
right to withdraw your acceptance of the Offer. Withdrawals may not be
rescinded, and any acceptance withdrawn will thereafter be deemed not properly
accepted for purposes of the Offer, unless the withdrawn acceptance is
subsequently overridden by delivery of a new, properly completed and duly
executed Letter of Transmittal prior to the Expiration Date by following the
procedures described above.
Monster will not accept any alternative, conditional or contingent acceptance.
All persons accepting the Offer with respect to Eligible Options shall, by
execution of this Letter, waive any right to receive any notice of Monster's
acceptance of their Eligible Options, except as provided for in the Offer.
2. Acceptance. If you intend to accept the Offer with respect to your Eligible
Option, you must complete the table on the cover page of this Letter of
Transmittal.
3. Signatures on This Letter of Transmittal. Except as otherwise provided in
the next sentence, the optionee must sign this Letter of Transmittal. If this
Letter of Transmittal is signed by a trustee, executor, administrator, guardian,
attorney-in-fact, officer of a corporation or other person acting in a fiduciary
or representative capacity, such person should so indicate when signing, and
proper evidence satisfactory to Monster of the authority of such person so to
act must be submitted with this Letter of Transmittal.
4. Requests for Assistance or Additional Copies. Any questions or requests for
assistance, as well as requests for additional copies of the Offer document or
this Letter of Transmittal, should be directed to Patrick Harrington at Monster
at (212) 351-7114. Copies will be furnished promptly at Monster's expense.
5. Irregularities. Monster will determine, in its discretion, all questions as
to the form of documents and the validity, form, eligibility (including time of
receipt), and acceptance of the Offer. Monster will also decide, in its
discretion, all questions as to (i) the portion of each option grant that
qualifies as an Eligible Option for purposes of the Offer; (ii) the number of
shares of common stock comprising the Eligible Option, and (iii) the amount of
the Cash Payment relating to each properly submitted acceptance of the Offer to
amend an Eligible Option, and whether such Cash Payment is earned in accordance
with the terms of the Offer. Monster's determination of such matters will be
final and binding on all parties. Monster reserves the right to reject any
acceptances of the Offer it determines do not comply with the conditions of the
Offer, not to be in proper form or the acceptance of which to be unlawful.
Monster also reserves the right to waive any of the conditions of the Offer or
any defect or irregularity in the acceptance of the Offer, and Monster's
interpretation of the terms of the Offer (including these instructions) will be
final and binding on all parties. No acceptance of the Offer to amend an
Eligible Option will be deemed to be properly made until all defects and
irregularities have been cured by the submitting holder or waived by Monster.
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Unless waived, any defects or irregularities in connection with any acceptance
of the Offer must be cured within such time as Monster shall determine. Neither
Monster nor any other person is or will be obligated to give notice of any
defects or irregularities in acceptance of the Offer, and no person will incur
any liability for failure to give any such notice. If the table on the cover
page of this Letter of Transmittal includes options that are not eligible for
the Offer, Monster will not accept those options for amendment, but Monster does
intend to accept for amendment any properly submitted acceptances of the Offer
to amend the Eligible Option set forth in that table.
6. Important Tax Information. You should refer to Sections 2 and 15 of the
Offer and the "Risks of Participation in the Offer" section of the Offer, each
of which contains important U.S. federal tax information concerning the Offer.
All optionees with Eligible Options are strongly encouraged to consult with
their own tax advisors as to the consequences of their participation in the
Offer.
7. Copies. You should make a copy of this Letter, after you have completed and
signed it, for your records.
IMPORTANT: THIS LETTER TOGETHER WITH ALL OTHER REQUIRED DOCUMENTS MUST BE
RECEIVED BY MONSTER VIA FACSIMILE BY 11:59 P.M. EASTERN TIME ON THE EXPIRATION
DATE.
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