CNET Networks 2006 Incentive Plan



 Exhibit 10.9 
 CNET Networks 2006 Incentive Plan: 
 Plan Description 
 Top Four Executive Officers (CEO, President & COO, CFO, and EVP) 
 Effective for plan year 2006 







 CNET Networks 2006 Annual Incentive Plan: Plan Description 
 Plan Objective 
 CNET Networks 2006 Incentive Plan is designed
to reward eligible participants for their efforts toward the accomplishment of the company’s goals for EBITDA and Revenue and, in addition, to help CNET retain key employees during the Plan year. 
 Eligibility 
 The participants in the 2006 Incentive Plan are
the Top Five Executive Officers (CEO, President & COO, CFO, EVP and EVP, CNET). All employees whose jobs have been defined as eligible can participate, provided that they have been hired or promoted to an incentive eligible position by
October 1, 2006. 
 Employees who are hired or promoted into an incentive eligible position mid-way during a 6-month incentive period will have any
payout prorated based on the length of time employed during the 6-month incentive period. 
 Effective Date of 2006 Incentive Plan 

The 2006 Incentive Plan is in effect for calendar year 2006. 
 Plan
Administration 
 CNET Networks’ Board of Directors’ Compensation Committee (“The Compensation Committee”) is responsible for
administering the Top 5 2006 Incentive Plan in its sole discretion and judgment. They will review the quality of CNET’s earnings and recommended incentive payments and make the final, unreviewable decision on all matters related to the Top 5
2006 Incentive Plan. CNET Networks and the Compensation Committee may amend, suspend or terminate the Top 5 2006 Incentive Plan at any time and in such manner and to such extent as they deem advisable. The Compensation Committee shall have the
authority to (a) make adjustments to the company’s or a business unit’s financial targets to take into account significant events such as a significant acquisition or a significant business shutdown, an impairment, or other
extraordinary event and (b) to determine whether the company has met its financial targets. All payments under this Plan are discretionary and may be reduced or eliminated in the sole discretion of the Compensation Committee of the Board of
Directors. 
 Employee Incentive Opportunity 
 Each
eligible role is assigned a target incentive opportunity by the Compensation Committee, expressed as a dollar amount for the performance period. The target is communicated to the individual in that role. 
 Any employee who has been hired or newly promoted into an eligible position after October 1, 2006 will not be eligible to participate in the 2006 incentive plan.
Employees who receive target 

  

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 CNET Networks 2006 Annual Incentive Plan: Plan Description 
 incentive opportunity changes during the year will have any payout prorated based on the number of months at each target incentive opportunity, unless otherwise provided
by the Compensation Committee at the time that a change is made. 
 Actual target incentive opportunity amounts will be discussed with participants by
his/her manager or the Compensation Committee on an individual basis. 
 Components of Target Opportunity 
 The incentive components for the eligible employees are as follows: 
 100% of target opportunity will be based on consolidated company financial performance, with 50 % of the target based on the company’s achievement of its Revenue targets and 50% of the target based upon its
achievement of its EBITDA targets 
 Incentive Payouts 
 Based on Company’s financial performance on Revenue and EBITDA, individual payouts may exceed 100% of target opportunities. The maximum payout is 300% of the target payout provided the 2006 revenue budget is achieved at 150% or
greater. If 150% or greater of the revenue budget is not achieved, the maximum financial payout is 200%. The financial targets are determined by the Compensation Committee. 
 Timing of Payouts 
 Financial Goals 
 Payouts may occur two times during the year after the close of the 2nd and 4th quarters.

 1st half results
against annual threshold = 25% of financial target opportunity payout in Q3 2006 (25% shall be the maximum payout even if financial performance is ahead of target) Full year results against annual threshold = 75% of financial target opportunity
payout in Q1 2007 (or such greater or lesser percentage payout based on the actual financial results) 
 Operating Guidelines 
  

			
	 Event
	  	 Guideline

	 Eligibility
	  	Selected full-time employees.
		
	 New Hires
	  	 New hires are eligible for a prorata payout from the date of hire. All employees whose jobs have been defined as eligible can participate, based
on the following dates:
  
 1st Half Participation: Must be hired into an incentive eligible position by April 1, 2006
  
 2nd Half Participation: Must be hired into an incentive eligible position by October 1, 2006


  

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 CNET Networks 2006 Annual Incentive Plan: Plan Description 
  

			
	Promotion-New to the Incentive Plan or an incentive opportunity that increases	  	 Payment will be prorated and calculated based on the date of promotion based on the following dates:
  
 1st Half Participation: Must be promoted into an incentive eligible position by April 1, 2006.
  
 2nd Half Participation: Must be
promoted into an incentive eligible position by October 1, 2006
  
 * Promotions in
January or July 2006 will have an incentive eligible effective data of January 1 or July 1, 2006 respectively

		
	Part-Time/Full-Time Status Change	  	The prorated incentive opportunity will be used to calculate the incentive payment. If the status change is effective between the 1st and 15th of the month,
he/she is credited for a full month with the new incentive opportunity. If the status change is effective between the 16th and 31st of the month, he/she is credited for  1/2 month of the new incentive opportunity.
		
	 Terminations
 -Voluntary/Involuntary
  
 -Retirement
	  	 No payment for results during the specific measurement period, unless employed in good standing at the end of each measurement period, June
30th, 2006 and December 31, 2006.
 For employees who retire in 2006 (defined as voluntary termination or job elimination without cause involving an employee who is 62 years of age or more), a prorated payment will be made based on business results
after the end of the Performance Period, at the same time as other normal 2006 Incentive Plan payments are made.
  
 The retiree will be given full credit for the month in which he/she retires.

		
	Death	  	The company will pay the employee’s designated beneficiary or estate a prorated amount based on business results after the end of the performance period, at the same time as other normal
2006 incentive payments are made.

 The 2006 Incentive Plan Document is the governing document in all CNET 2006 Incentive Plan matters. 
 CNET Networks reserves the right to amend, discontinue or make significant changes in the plan at any time and for any reason it deems sufficient. 
  

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 CNET Networks 2006 Annual Incentive Plan: Plan Description 
 2006 Incentive Plan Payout 
 Consolidated Payout
Schedule 
  

									
	 	  	25% payout	  	100% payout	  	200% payout	  	300% payout
	 Revenue
	  	371,817	  	409,864	  	435,809	  	454,567
	 EBITDA
	  	75,978	  	95,001	  	107,973	  	118,290

 In the event that actual Revenue or EBITDA results are in between the targets set forth above, the payout rate
will be determined based upon a linear extrapolation. 
  

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