EXHIBIT (a)(1)(C)
MONSTER WORLDWIDE, INC.
OFFER TO AMEND ELIGIBLE OPTION
WITHDRAWAL FORM
THE OFFER AND WITHDRAWAL RIGHTS EXPIRE AT 11:59 P.M. EASTERN TIME,
ON APRIL 10, 2007 UNLESS THE OFFER IS EXTENDED
You previously received (1) the Offer to Amend dated March 13, 2007 (the "Offer
to Amend") and (2) your Letter of Transmittal. You signed and returned your
Letter of Transmittal, in which you elected to accept Monster's offer to amend
some or all of your Eligible Options. You should submit this Withdrawal Form
only if you now wish to change that election and withdraw your acceptance of
Monster's offer to amend some or all of your Eligible Options. Capitalized terms
not defined herein shall have the meaning assigned to such terms in the Offer to
Amend.
To withdraw your acceptance of the Offer with respect to some or all of your
Eligible Options, you must sign, date and submit this Withdrawal Form via
facsimile to The Altman Group, Inc., Attn.: Jason Vinick, at facsimile number
(201) 460-0050 by 11:59 p.m. Eastern Time on the Expiration Date.
You should note that if you withdraw your acceptance of the Offer, your Eligible
Options will not be amended and you will not receive the Cash Payment. You may
be subject to adverse tax consequences under Section 409A; you will be solely
responsible for such consequences. Your withdrawn Eligible Options will continue
to be governed by the 1999 Long Term Incentive Plan and by the existing stock
option award agreement between you and Monster evidencing that option.
You may change this withdrawal, and again elect to accept the Offer to amend
some or all of your Eligible Options by submitting a new Letter of Transmittal
via facsimile to The Altman Group, Inc., Attn.: Jason Vinick, at facsimile
number (201) 460-0050 by 11:59 p.m. Eastern Time on the Expiration Date.
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If you wish to withdraw your acceptance of the Offer, please check the
appropriate box below. If you check Box 2, you must also complete the table that
follows it to indicate the Eligible Option(s) with respect to which you are
withdrawing your acceptance.
Box 1: |_| I wish to withdraw my election to accept the Offer, and instead
decline the Offer, with respect to all of my Eligible Options.
Box 2: |_| I wish to withdraw my election to accept the Offer, and instead
decline the Offer, only with respect to each of the Eligible Options listed
below.
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Total
Number of Shares Number of Shares
1999 Long Term Subject to Subject to Portion
Grant Incentive Plan Outstanding Qualifying as Eligible Original Exercise
Date Option Number Option Option Price Per Share
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- ------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------
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Please read the instructions on pages 3 and 4 of this Withdrawal Form and then
complete, sign and date this Withdrawal Form and return the entire Withdrawal
Form (including the instructions), no later than 11:59 p.m., Eastern Time, on
the Expiration Date via facsimile to The Altman Group, Inc., Attn.: Jason
Vinick, at facsimile number (201) 460-0050.
Signature: _______________________________________
Name (Please print): _______________________________________
Date: _______________________________________
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MONSTER WORLDWIDE, INC.
INSTRUCTIONS TO THE WITHDRAWAL FORM
FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER
1. Delivery of Withdrawal Form. A properly completed and executed original of
this Withdrawal Form, must be received by Monster at the facsimile number set
forth on the signature page of this Withdrawal Form, by 11:59 p.m., Eastern
Time, on the Expiration Date.
The delivery of all required documents, including the Withdrawal Form and any
new Letter of Transmittal is at your risk. Delivery will be deemed made only
when actually received by Monster. We intend to confirm the receipt of your
Withdrawal Form within two (2) U.S. business days. If you have not received such
confirmation, it is your responsibility to ensure that your Withdrawal Form has
been received by the Expiration Date. Monster recommends that you retain a copy
of the fax receipt.
The Withdrawal Form may only be submitted via facsimile. Submissions by any
other means, including hand delivery, interoffice mail or U.S. mail (or other
postal service) are not permitted.
Although by submitting a Withdrawal Form you have withdrawn your acceptance of
the Offer with respect to your Eligible Option, you may change your mind and
reelect to accept the Offer with respect to your Eligible Options until the
expiration of the Offer. You should note that you may not rescind any
withdrawal, and any acceptance of the Offer you withdraw will not thereafter be
deemed to be subject to the Offer unless you properly resubmit your acceptance
of the Offer with respect to your Eligible Options before the Expiration Date.
If Monster extends the Offer beyond the Expiration Date, you may resubmit your
acceptance to amend your Eligible Options at any time until the extended
expiration of the Offer. You will not be deemed to have made a proper acceptance
of the Offer with respect to your Eligible Options unless you deliver, prior to
the Expiration Date, a new Letter of Transmittal following the procedures
described in the instructions to the Letter of Transmittal. This new Letter of
Transmittal must be signed and dated after your original Letter of Transmittal
and any Withdrawal Form you have submitted. Upon the receipt of such a new,
properly filled out, signed and dated Letter of Transmittal, any previously
submitted Letter of Transmittal or Withdrawal Form received by us prior to the
Expiration Date will be disregarded and will be considered replaced in full by
the new Letter of Transmittal. You will be bound by the last properly submitted
Letter of Transmittal or Withdrawal Form received by us prior to the Expiration
Date.
Although it is Monster's intent to send you confirmation of receipt of this
withdrawal form, by signing this withdrawal form, you waive any right to receive
any notice of the withdrawal of your acceptance of the Offer with respect to
your Eligible Options.
2. Signatures on this Withdrawal Form. Except as otherwise provided in the next
sentence, this Withdrawal Form must be signed by the optionee. If this
Withdrawal Form 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, that 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 Withdrawal Form.
3. Other Information on this Withdrawal Form. In addition to signing this
Withdrawal Form, you must print your name (exactly as it appears on the Letter
of Transmittal you previously submitted) and indicate the date on which you
signed.
4. Requests for Assistance or Additional Copies. Any questions or requests for
assistance, as well as requests for additional copies of the Offer document, the
Letter of Transmittal or this Withdrawal Form should be directed to Jason Vinick
at The Altman Group, Inc. at (201) 806-2208. Copies will be furnished promptly
at Monster's expense.
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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 any Withdrawal Forms. Monster's determination of such
matters will be final and binding on all parties. Monster reserves the right to
reject any Withdrawal Forms that it determines are not in appropriate form or
that it determines are unlawful to accept. Monster also reserves the right to
waive any of the conditions of the Offer or any defect or irregularly in any
Withdrawal Form and Monster's interpretation of the terms of the Offer
(including these instructions) will be final and binding on all parties. No
withdrawal of an Eligible Option will be deemed to have been properly made until
all defects or irregularities have been cured by the withdrawing option holder
or waived by Monster. Neither Monster nor any other person is obligated to give
notice of any defects or irregularities in the Withdrawal Form and no person
will incur any liability for failure to give any such notice.
6. Additional Documents to Read. You should be sure to read the Offer to Amend
and all documents referenced therein, before making any decisions regarding
participation in, or withdrawal from, the Offer.
7. Important Tax Information. You should refer to Sections 2 and 15 of the Offer
to Amend and the "Risks of Participation in the Offer" section of the Offer
which contain important U.S. federal income tax information. We also recommend
that you consult with your own tax advisors before deciding whether or not to
participate in this Offer.
IMPORTANT: THE WITHDRAWAL FORM 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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