Monster Worldwide, Inc.

U.S. SECURITIES AND EXCHANGE COMMISSION

Litigation Release No. 21042 / May 18, 2009

Accounting and Auditing Release No. 2970 / May 18, 2009

SEC v. Monster Worldwide, Inc., United States District Court for the Southern District of New York, Civil Action No. 09 CV 4641 (S.D.N.Y. May 18, 2009)

SEC CHARGES MONSTER WORLDWIDE INC. FOR OPTIONS BACKDATING SCHEME

The Securities and Exchange Commission (the "SEC") today charged Monster Worldwide, Inc., for its multi-year scheme to secretly backdate stock options granted to thousands of Monster officers, directors and employees. Monster agreed to pay a $2.5 million penalty to settle the SEC's charges that the company defrauded investors by granting backdated, undisclosed "in-the-money" stock options while failing to record required non-cash charges for option-related compensation expenses.

The SEC's complaint, filed in the District Court for Southern District of New York, alleges that in connection with this scheme, Monster filed false and materially misleading statements concerning the true grant date and exercise price of stock options in its annual, quarterly and current reports, proxy statements and registration statements. Many of these documents also falsely represented that stock options were being granted at fair market value. Further, Monster failed to record and disclose the compensation expense associated with the "in-the-money" portion of stock option grants. As a result, Monster materially overstated its quarterly and annual earnings in its financial statements and was required to restate its historical financial results for 1997-2005 in a cumulative pre-tax amount of approximately $339.5 million to record additional non-cash charges for option related compensation expenses.

Without admitting or denying liability, Monster agreed to be permanently enjoined from violations of Section 17(a) of the Securities Act, Sections 10(b), 13(a), 13(b)(2)(A), 13(b)(2)(B), and 14(a) of the Exchange Act, and Rules 10b-5, 12b-20, 13a-1, 13a-11, 13a-13, and 14a-9 thereunder. Monster also agreed to pay a $2.5 million penalty. The Commission took into account the cooperation that Monster provided Commission staff during the course of the investigation.

SEC Complaint