Exhibit 10.46**CONFIDENTIAL****AGREEMENT**          THIS AGREEMENT (this “Agreement”) is made as of November 13, 2006 (the “EffectiveDate”), by and between Ziff Davis Media Inc., a Delaware corporation (the “Company”)and Mark Moyer (“Executive”). Certain definitions are set forth in the Appendix to thisAgreement.          WHEREAS, Executive is currently employed as Chief Financial Officer of the Company; and          WHEREAS, Executive and the Company desire to enter into the agreement set forth below;          NOW, THEREFORE, in consideration of the representations and covenants set forth herein, theparties hereby agree as follows:     1. Severance. Executive’s employment with the Company may be terminated by eitherparty at any time, for any reason or no reason and nothing in this Agreement shall alter the“at-will” nature of Executive’s employment. In the event that Executive’s employment with theCompany is terminated by the Company without Cause in connection with a sale of all orsubstantially all of the Company’s assets or equity securities (the date of any such terminationshall be referred to as the “Termination Date”), then, provided that (A) Executive within thirty(30) calendar days after the Termination Date executes and delivers to the Company’s ChiefExecutive Officer (“CEO”) a general release in favor of the Company and its Affiliates andits and their respective officers, directors, employees, representatives, agents and attorneys, andthe successors and assigns of each of the foregoing, in form and substance satisfactory to theCompany and (B) Executive delivers, to the Company’s President on the Termination Date or withinfive (5) calendar days thereafter, a departmental turnover report in such form as the Companyreasonably may require and which shall be complete and accurate to the best of Executive’sknowledge; then the Company shall, through the six (6) month anniversary of the Termination Date,(x) pay Executive his annual Base Salary (as in effect on the Termination Date) in regularinstallments in accordance with the Company’s general payroll practices and (y) if Executive electsunder COBRA to maintain health insurance benefits through the Company’s group plan (if any), paythat portion of the premium for such benefits that the Company would have paid had Executiveremained an employee of the Company for such period. After payment of the severance amountsdescribed in this Section 1, the Company shall have no obligation to make any furtherseverance or other payment or provide any other benefit to or on behalf of Executive.Notwithstanding the foregoing, in the event that Executive shall breach any of Executive’sobligations under Section 2 of this Agreement (except any breach which Executive carriesthe burden of proving is solely of a technical nature, is immaterial and was inadvertent), then, inaddition to any other rights that the Company may have under this Agreement or otherwise, theCompany shall be relieved from and shall have no further obligation to pay Executive any amounts towhich Executive would otherwise be entitled pursuant to this Section 1.     2. Noncompete, Non-Solicitation.     (a) In further consideration of the compensation that may be paid to Executive hereunder,Executive acknowledges that in the course of Executive’s employment with the Company and anyapplicable Affiliate thereof, Executive will during his employment period with the Company (the“Employment Period”) become familiar with the trade secrets, business plans and businessstrategies and with other Confidential Information (as defined on the Appendix hereto) concerningthe Company and any applicable Affiliate of the Company (and their respective predecessors,successors and assigns) and that Executive’s services have been and shall be of special, unique andextraordinary value to the Company andany applicable Affiliate of the Company. Therefore, Executive agrees that, during theEmployment Period and for six (6) months thereafter (such period, the “Noncompete Period”),Executive shall not directly or
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**CONFIDENTIAL**indirectly (whether for Executive or for any other Person) own any interest in, operate,manage, control, engage in, participate in (whether as an officer, director, employee, partner,agent, representative or otherwise), invest in, permit Executive’s name to be used by, consultwith, advise, render services for (alone or in association with any other Person), or otherwiseassist in any manner (i) any Person (each a “Restricted Person”) that engages in or owns,invests in, operates, manages or controls any venture or enterprise which directly or indirectlyengages or proposes to engage in any business or enterprise which manufactures, designs, produces,renders or sells products or services which compete with the products and services of the Company(or any products or services the Company is in the process of developing), as the Company’s and itsAffiliates businesses exist at the Termination Date or are in process as of the Termination Date;(ii) any successor, assignee, partner, joint venture or collaboration partner, subsidiary, divisionor Affiliate of any Restricted Person; or (iii) any Person in which any Restricted Person owns aninterest or participates, which any of Restricted Person manages or controls (whether as anofficer, director, employee, partner, agent, representative or otherwise), or with which anyRestricted Person consults or to which any Restricted Person otherwise provides management orfinancial support. Nothing herein shall prohibit Executive from being an owner, indirectly througha mutual fund or other similar pooled investment vehicle, of a passive investment in the stock of acorporation which is publicly traded, so long as Executive has no other participation in thebusiness of any such corporation. Without limiting the generality of the foregoing, Executive andthe Company agree that as of the Effective Date, the following persons are each deemed to be a“Restricted Person”: International Data Group, Inc.; CMP Media, Inc. (a subsidiary of UnitedBusiness Media PLC); The Future Network Plc; TechTarget; Richmond Group; Jupitermedia Corporation;Alan Meckler; Marcus Evans Group; America Online, Inc.; CNET Networks, Inc.; eBay Inc.; GoogleInc.; The Microsoft Network L.L.C.; and Yahoo! Inc.     The Company and Executive expressly acknowledge and agree that each and every restrictionimposed by this Section 2(a) is reasonable with respect to subject matter, time period andgeographical area.     (b) During the Employment Period and for six (6) months thereafter, Executive shall notdirectly or indirectly through another Person (i) induce or attempt to induce any employee of theCompany or any Affiliate of the Company to leave the employ of the Company or such Affiliate, or inany way interfere with the relationship between the Company or any Affiliate of the Company and anyemployee thereof, (ii) hire any person who was an employee of the Company or any Affiliate of theCompany at any time during the one (1) year period prior to the termination of the EmploymentPeriod, (iii) call on, solicit or service any customer, supplier, licensee, licensor, franchisee orother business relation of the Company or any Affiliate of the Company in order to induce orattempt to induce such Person to cease or reduce doing business with the Company or such Affiliate(for avoidance of doubt and without limiting the foregoing, it shall constitute a materialviolation of this Section 2(b) for Executive to make any effort to cause any customer,supplier, licensee, licensor, franchisee or other business relation of the Company to purchase froma third party any goods or services that are offered at such time by the Company), or in any wayinterfere with the relationship between any such customer, supplier, licensee or business relationand the Company or any Affiliate of the Company, including, without limitation, making any negativestatements or communications about the Company or any of its Affiliates, or (iv) directly orindirectly acquire or attempt to acquire any business in the United States of America to which theCompany or any of its Affiliates has made an acquisition proposal prior to the Termination Daterelating to the possible acquisition of such business (an “Acquisition Target”) by theCompany or any of its Affiliates, or take any action to induce or attempt to induce any AcquisitionTarget to consummate any acquisition, investment or other similar transaction with any Person otherthan the Company or any of the Company’s Affiliates.     (c) If, at the time of enforcement of Section 2 of this Agreement, a court shall holdthat the duration, scope, or area restrictions stated herein are unreasonable under circumstancesthen existing, the parties hereto agree that the maximum period, scope or geographical areareasonable under such circumstances shall be substituted for the stated period, scope or area andthat the court shall be allowed
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**CONFIDENTIAL**and directed to revise the restrictions contained herein to cover the maximum period, scopeand area permitted by law. Because Executive’s services are unique and because Executive hasaccess to Confidential Information and Work Product (as defined on the Appendix hereto), theparties hereto agree that money damages would not be an adequate remedy for any breach of thisAgreement. Therefore, in the event a breach or threatened breach of this Agreement, the Company orits successors or assigns may, in addition to other rights and remedies existing in their favor,apply to any court of competent jurisdiction for specific performance and/or injunctive or otherrelief in order to enforce, or prevent any violations of, the provisions hereof (without posting abond or other security). In addition, in the event of an alleged breach or violation by Executiveof Section 2, the period set forth in Section 2 shall be tolled until such breachor violation has been duly cured. Executive agrees that the restrictions contained in Section2 are reasonable and that Executive has received consideration in exchange therefor.     (d) In the event that Executive desires to take any action that potentially may be inviolation of Section 2 of this Agreement, Executive may give the Company written noticedescribing the proposed action (as described in such written notice, the “Action”). TheCompany may, in its sole and absolute discretion, notify Executive in writing that the Companywould not regard the Action if undertaken by Executive to be in violation of Section 2 ofthis Agreement, subject to any conditions that the Company might specify in such written notice(for avoidance of doubt, the Company may, in its sole and absolute discretion, for any or noreason, decline to provide such a written notice). In the event that the Company delivers such awritten notice to Executive, the subsequent taking by Executive of the Action in conformance withthe Company’s written notice shall not be deemed to violate Section 2 of this Agreement.     3. Other Terms and Conditions. The terms and conditions set forth on the Appendixattached hereto are incorporated herein by reference as if fully set forth herein and constitute anintegral part of this Agreement.* * * *          **IN WITNESS WHEREOF,**the parties hereto have executed this Executive Agreement on the datefirst written above.         **ZIFF DAVIS MEDIA INC.**         **By:**                    **Its:**                    **EXECUTIVE:**                **Mark Moyer**    
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**CONFIDENTIAL**APPENDIX TO EXECUTIVE AGREEMENT     A. Notices. Any notice provided for in this Agreement must be in writing and must be eitherpersonally delivered, mailed by first class mail (postage prepaid and return receipt requested) orsent by reputable overnight courier service (charges prepaid) to the recipients at the addressindicated below or to such other address or to the attention of such other person as the recipientparty shall have specified by prior written notice to the sending party: (i) if to Executive: MarkMoyer, 2 Indian Hill Road, Westport, Connecticut 06880 and (ii) if to the Company: Ziff Davis MediaInc., 28 E. 28th Street, New York, New York 10016, Attention: General Counsel. Any notice underthis Agreement shall be deemed to have been given five (5) calendar days after deposit in the U.S.mail, if mailed, or otherwise when so delivered or sent otherwise.     B. Representations and Warranties.     (i) By the Company. In connection with the execution and delivery of this Agreement,the Company represents and warrants to Executive as of the Effective Date that (a) the execution,delivery and performance of this Agreement have been duly and validly authorized by all necessarycorporate action and (b) this Agreement constitutes a valid and binding obligation of the Company,enforceable in accordance with its terms.     (ii) By Executive. In connection with the execution and delivery of this Agreement,Executive represents and warrants to the Company as of the Effective Date that (a) this Agreementconstitutes the legal, valid and binding obligation of Executive, enforceable in accordance withits terms, and the execution, delivery and performance of this Agreement by Executive does not andshall not conflict with, violate or cause a breach of any agreement, contract or instrument towhich Executive is a party or any judgment, order or decree to which Executive is subject; (b)Executive is not a party to or bound by any employment agreement, noncompete agreement orconfidentiality agreements with any person or entity other than the Company; (c) Executive hasconsulted with independent legal counsel regarding his/her rights and obligations under thisAgreement and that Executive fully understands the terms and conditions contained herein; and (d)Executive has obtained advice from persons other than the Company and its counsel regarding the taxeffects of the transaction contemplated hereby.     C. General Provisions     (i) Severability. Whenever possible, each provision of this Agreement shall beinterpreted in such manner as to be effective and valid under applicable law, but if any provisionof this Agreement is held to be invalid, illegal or unenforceable in any respect under anyapplicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability shallnot affect any other provision or any other jurisdiction, but this Agreement shall be reformed,construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provisionhad never been contained herein.     (ii) Complete Agreement. This Agreement, those documents expressly referred to hereinand other documents of even date herewith embody the complete agreement and understanding among theparties and supersede and preempt any prior understandings, agreements or representations by oramong the parties, written or oral, which may have related to the subject matter hereof in any way.     (iii) Counterparts; Signatures Received via Facsimile. This Agreement may be executedin separate counterparts, each of which is deemed to be an original and all of which taken togetherconstitute one and the same agreement. Signatures received via facsimile shall be deemed originalsfor all purposes.     (iv) Successors and Assigns. Except as otherwise provided herein, this Agreementshall bind and inure to the benefit of and be enforceable by Executive, the Company and theirrespective successors and assigns; provided that the rights and obligations of Executiveunder this Agreement shall not be assignable.
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**CONFIDENTIAL**     (v) **Governing Law****.*****The corporate law of the State of Delaware will govern allissues concerning the relative rights of the Company and its stockholders. All other issuesconcerning this Agreement shall be governed by and construed in accordance with the laws of theState of New York without giving effect to any choice of law or conflict of law provision or rule(whether of the State of New York or any other jurisdiction) that would cause the application ofthe law of any jurisdiction other than the State of New York.***     (vi) Jurisdiction; Waiver of Jury Trial. The state and federal courts located in NewYork County, New York (the “Permitted Courts”), shall have sole and exclusive jurisdictionof any dispute arising out of or related to this Agreement (including without limitationallegations of the breach or attempted breach thereof) (a “Proceeding”). Notwithstandingthe foregoing, nothing in this paragraph alters any agreement the parties may previously have madeor may in the future make to arbitrate disputes. Each of the parties hereby expressly consents tothe personal jurisdiction of each of the Permitted Courts with respect to any Proceeding and waivesany objection, whether on the grounds of venue, residence or domicile or on the ground that theProceeding has been brought in an inconvenient forum, to any Proceeding brought in a PermittedCourt. Executive agrees that a final judgment of a Permitted Court in any Proceeding shall beconclusive and binding upon Executive and may be enforced in other courts to whose jurisdictionExecutive or his or her assets is or may be subject, by suit upon such judgment. Each party alsoirrevocably waives its right to a trial by jury in any action or proceeding arising out of orrelated to Executive’s employment with the Company or its Affiliates.     (vii) Remedies. Each of the parties to this Agreement shall be entitled to enforceits rights under this Agreement specifically, to recover damages and costs (including reasonableattorney’s fees) caused by any breach of any provision of this Agreement and to exercise all otherrights existing in its favor. The parties hereto agree and acknowledge that money damages wouldnot be an adequate remedy for any breach of the provisions of this Agreement and that any party mayin its sole discretion apply to any court of law or equity of competent jurisdiction (withoutposting any bond or deposit) for specific performance and/or other injunctive relief in order toenforce or prevent any violations of the provisions of this Agreement.     (viii) Interpretation. The Article and Section headings used herein are forconvenience only and do not define, limit or construe the content of such sections. The partiesacknowledge that they are entering into this Agreement after consulting with counsel and based uponequal bargaining power, with each party having the ability to participate in its preparation. Theterms of this Agreement shall not be interpreted in favor of or against any party on account of thedraftsperson, but shall be interpreted solely for the purpose of fairly effectuating the intent ofthe parties hereto.     (ix) Survival. The provisions set forth in Section 1 and Section 2 ofthe Agreement and the provisions set forth in this Appendix shall survive and continue in fullforce and effect in accordance with their terms notwithstanding any termination of the EmploymentPeriod.     (x) Amendment and Waiver. The provisions of this Agreement may be amended and waivedonly by means of a written instrument signed by each of the Company and Executive.     D. Certain Definitions     (i) “Affiliate” of a Person means any other Person, entity or investment fundcontrolling, controlled by or under common control with the first-mentioned Person and, withoutlimiting the foregoing, in the case of a partnership, any partner thereof is deemed to be anAffiliate of the partnership.     (ii) “Cause” means (a) the commission by Executive of a felony or a crime involvingmoral turpitude; (b) the commission of any other act or omission by Executive constituting fraudagainst the Company or any of its Affiliates, or the violation of the duty of loyalty to theCompany and/or its Affiliates under applicable law; (c) substantial failure by Executive to act asreasonably directed by the CEO of the Company, which failure, if curable, is not cured withinfifteen (15) calendar days after written notice thereof to Executive; (d) willful or recklessmisconduct or, if curable, gross negligence by Executive which is not cured within
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**CONFIDENTIAL**fifteen (15) calendar days after written notice thereof to Executive, with respect to theCompany or any of its Affiliates; or (e) any other material breach by Executive of this Agreementor Company policy established by the CEO of the Company, which breach, if curable, is not curedwithin fifteen (15) calendar days after written notice thereof to Executive.     (iii) “COBRA” means the requirements of Part 6 of Subtitle B of Tile I of the EmployeeRetirement Income Security Act of 1974, as amended, and Section 4980B of the Internal Revenue Codeof 1986, as amended, and any successor statutes thereto.     (iv) “Confidential Information” means all information of a confidential or proprietarynature (whether or not specifically labeled or identified as “confidential”), in any form ormedium, that is or was disclosed to, or developed or learned by, Executive in connection withExecutive’s relationship with the Company or any of its Affiliates prior to the date hereof orduring the Employment Period and that relates to the business, products, services, financing,research or development of the Company or any of its Affiliates or their respective suppliers,distributors or customers. Confidential Information includes, but is not limited to, thefollowing: (a) internal business information (including information relating to strategic andstaffing plans and practices, business, training, marketing, promotional and sales plans andpractices, cost, rate and pricing structures, accounting and business methods); (b) identities of,individual requirements of, specific contractual arrangements with, and information about, any ofthe Company’s or any of its Affiliates’ suppliers, distributors and customers and theirconfidential information; (c) trade secrets, know-how, compilations of data and analyses,techniques, systems, formulae, research, records, reports, manuals, documentation, models, data anddata bases relating thereto; (d) inventions, innovations, improvements, developments, methods,designs, analyses, drawings, reports and all similar or related information (whether or notpatentable); and (e) Acquisition Targets and potential acquisition candidates. ConfidentialInformation shall not include information that Executive can demonstrate: (1) is or becomespublicly known through no wrongful act or breach of obligation of confidentiality; (2) wasrightfully received by Executive from a third party (other than ZD, Inc. or any of its successorsor Affiliates) without a breach of any obligation of confidentiality by such third party; (3) wasknown to Executive prior to his employment with the Company and its Affiliates, or (4) is requiredto be disclosed pursuant to any applicable law or court order; provided, however,that Executive provides the Company with prior written notice of the requirement for disclosurethat details the Confidential Information to be disclosed and cooperates with the Company topreserve the confidentiality of such information to the extent possible.     (v) “Person” means an individual or a corporation, partnership, limited liabilitycompany, trust, unincorporated organization, association or other entity.     (vi) “Work Product” means all inventions, innovations, improvements, developments,methods, processes, designs, analyses, drawings, reports and all similar or related information(whether or not patentable or reduced to practice or comprising Confidential Information) and anycopyrightable work, trade mark, trade secret or other intellectual property rights (whether or notcomprising Confidential Information) and any other form of Confidential Information, any of whichrelate to the Company’s or any of its Affiliates’ actual or anticipated business, research anddevelopment or existing or future products or services and which were or are conceived, reduced topractice, contributed to, developed, made or acquired by Executive (whether alone or jointly withothers) while employed (both before and after the Effective Date) by the Company (or its successorsor assigns) and its Affiliates.
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