-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, BHHHFr4wh5wIEBtMyEfq4dx+allBZsRXwA50SaOh43SwtXs0EQYoMzWIcpKWuGPn 4dBGnmOUN7srlW59pgR2uQ== 0001020416-08-000035.txt : 20080606 0001020416-08-000035.hdr.sgml : 20080606 20080606164245 ACCESSION NUMBER: 0001020416-08-000035 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20080605 FILED AS OF DATE: 20080606 DATE AS OF CHANGE: 20080606 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: MONSTER WORLDWIDE INC CENTRAL INDEX KEY: 0001020416 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-ADVERTISING AGENCIES [7311] IRS NUMBER: 133906555 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 622 THIRD AVE CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 2129774200 MAIL ADDRESS: STREET 1: 622 THIRD AVE CITY: NEW YORK STATE: NY ZIP: 10017 FORMER COMPANY: FORMER CONFORMED NAME: TMP WORLDWIDE INC DATE OF NAME CHANGE: 19961001 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Gaulding John CENTRAL INDEX KEY: 0001234527 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-21571 FILM NUMBER: 08886151 BUSINESS ADDRESS: BUSINESS PHONE: 212 351-7064 MAIL ADDRESS: STREET 1: C/O MONSTER WORLDWIDE INC STREET 2: 622 THIRD AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 FORMER NAME: FORMER CONFORMED NAME: GAUDLING JOHN DATE OF NAME CHANGE: 20030521 4 1 edgar.xml PRIMARY DOCUMENT X0202 4 2008-06-05 0001020416 MONSTER WORLDWIDE INC MNST 0001234527 Gaulding John MONSTER WORLDWIDE, INC. 622 THIRD AVENUE NEW YORK NY 10017 1 0 0 0 Common Stock 2008-06-05 4 A 0 3000 0 A 11000 D Represents an annual award of restricted stock under the Issuer's 2008 Equity Incentive Plan as compensation for service on the Issuer's Board of Directors. /s/ Andrew S. Burchill, as Attorney-in-Fact 2008-06-06 EX-24 2 gaulding.htm 
POWER OF ATTORNEY



 KNOW ALL BY THESE PRESENTS, that the undersigned hereby constitutes and appoints Evan Kornrich,

Michael Miller and Andrew Burchill, and each of them, his/her true and lawful attorneys-in-fact and agents, with full

power of substitution and resubstitution for him/her and in his/her name, place and stead, in any and all capacities, to

execute for and on his/her behalf, in the undersigned's capacity as an officer and/or director of Monster Worldwide, Inc.

(the "Company"), any Form 3, Form 4 and Form 5, and any and all amendments thereto, and any other documents in

connection therewith or other forms or documents required by Section 16(a) of the Securities Exchange Act of 1934

and any rules thereunder ("Section 16(a)"), and to file the same with the Securities and Exchange Commission as

required by Section 16(a), granting unto said attorneys-in-fact and agents full power and authority to do and perform

each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and

purposes as he/she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and

agents, or his/her substitutes, may lawfully do or cause to be done by virtue hereof.



 The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request

of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned's responsibilities to

comply with Section 16 of the Securities Exchange Act of 1934.



 This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file

Forms 3, 4, and 5 with respect to the undersigned's holdings of and transactions in securities issued by the Company,

unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.



 Executed in the City of New York, County of New York, State of New York, on this 3rd day of June, 2008.







      /s/ John Gaulding

      John Gaulding
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