CNET Networks, Inc. Stock Option Agreement



 Exhibit 10.11 
 CNET NETWORKS, INC. 
 STOCK OPTION AGREEMENT 
 FOR INITIAL GRANTS TO 
 NON-EMPLOYEE
DIRECTORS 
  

			
	Optionee:	  	 __________________________________________

		
	Effective Date of Grant:	  	 __________________________________________

		
	Number of Shares Subject to Option:	  	 __________________________________________

		
	Exercise Price per Share:	  	 $_________________________________________


 WHEREAS, pursuant to the CNET Networks Outside Director Compensation Plan, upon joining the Board
of Directors each outside director shall be granted an option to acquire 60,000 shares of common stock, par value $.0001 per share (the “Common Stock”) of CNET Networks, Inc. (the “Company”); 
 NOW, THEREFORE, in consideration of the Optionee’s service as a director of the Company and the mutual agreements and covenants contained in this
Stock Option Agreement (the “Agreement”), the Company hereby grants to Optionee a non-qualified stock option (the “Option”) to purchase the number of shares of Common Stock set forth above, at the per share exercise price set
forth above, on the terms and conditions and subject to the restrictions set forth in this Agreement and in the Plan. 
 1. General
Provisions 
 Subject to the other terms and provisions hereof, this Option is exercisable in full, as to all of the shares of Common
Stock subject hereto, immediately upon grant and will remain exercisable until the earlier of (a) ten years after the Effective Date of Grant, or (b) 90 days after the date the Optionee is no longer a director of the Company or an officer
or employee of the Company or a Related Corporation. The Company may suspend for a reasonable period or periods the time during which this Option may be exercised if, in the opinion of the Company, such suspension is required to enable the Company
to remain in compliance with regulatory requirements relating to the issuance of shares of Common Stock. 
 The Option is subject to the
provisions of the Plan, which is incorporated in its entirety into this Agreement by this reference. A copy of the Plan has been provided to the Optionee by the Company, and the Optionee hereby acknowledges receipt of the Plan. Additional copies of
the Plan are available from the Company upon request. All defined terms contained herein have the meanings provided in the Plan, except to the extent otherwise provided herein. 







 2. Exercise of Option 
 The Option may be exercised by delivering to the Company at its principal office or to its designee written notice of intent to so exercise by using the
interactive telephone system offered by the Company’s designated broker; provided that, the Option may be exercised with respect to whole Shares only. Such notice shall specify the number of Shares for which the Option is being exercised and
shall be accompanied by payment in full of the Exercise Price. The payment of the Exercise Price shall be made (i) in cash or its equivalent (e.g., by check), (ii) with the Company’s consent, in Shares duly endorsed for transfer to
the Company having a Fair Market Value on the date of delivery equal to the aggregate Exercise Price for the Shares being purchased and satisfying such other requirements as may be imposed by the Committee; provided, that such Shares have been held
by the Participant for no less than six months, (iii) partly in cash and partly in such Shares, (iv) through the delivery of a notice that the Participant has placed a market sell order with a broker with respect to Shares then issuable
upon exercise of the Option, and that the broker has been directed to pay a sufficient portion of the net proceeds of the sale to the Company in satisfaction of the Exercise Price, provided, that payment of such proceeds is then made to the
Company upon settlement of such sale, or (v) by such other method as may be permitted or prescribed from time to time by the Committee. 
 The certificates for shares of Common Stock as to which the Option has been exercised will be registered in the name of the Optionee and will be delivered to the Optionee at the address specified in the Exercise Notice. In exercising the
Option, the Optionee will make payment or other arrangements (for example, by requesting that the Company withhold shares of Common Stock otherwise issuable upon such exercise) satisfactory to the Company for withholding federal and state taxes, if
applicable, with respect to the shares acquired upon exercise of the Option. In the event the person exercising the Option is a transferee of the Optionee, the Exercise Notice will be accompanied by appropriate proof of the right of such transferee
to exercise the Option. 
 Subject to the limitations expressed herein, the Option may be exercised with respect to all or a part of the
shares of Common Stock subject to it. 
 Neither the Optionee nor any person claiming under or through the Optionee will be, or have any
rights or privileges of, a stockholder of the Company in respect of any of the shares issuable upon exercise of the Option, unless and until certificates representing such shares have been issued (as evidenced by the appropriate entry on the books
of the Company). 
 3. Repurchase Option 
 (a) Vesting. The shares of Common Stock issued or issuable upon exercise of the Option (the “Option Shares”) will vest 1/3 on the first anniversary of the Effective Date of the Grant and thereafter
shall vest at the rate of 1/36 per month, beginning on the first day of the first month following the first annual vesting, but only for so long as the Optionee remains a director of the Company; provided that all remaining unvested Option
Shares will vest immediately upon a Sale of the Company. For such purposes, a “Sale of the Company” means a merger, consolidation, 







 recapitalization, reorganization or sale, lease or transfer of all or substantially all of the Company’s assets, or
the completion of a tender offer for a majority of the Company’s outstanding Common Stock, if the stockholders of the Company immediately before such transaction (or one or more persons or entities controlled by such stockholders) beneficially
own, immediately after or as a result of such transaction, equity securities of the surviving or acquiring entity (or such entity’s parent), possessing less than 51% of the voting power and equity interest in the surviving or acquiring entity
(or its parent). 
 (b) Restrictions on Transfer. The Optionee may not sell, pledge or otherwise transfer unvested Option Shares,
without the prior written consent of the Company, and the Company will retain all certificates evidencing unvested Option Shares on behalf of the Optionee. 
 (c) Repurchase Option. If the Optionee ceases to be a director of the Company prior to the time at which all Option Shares are vested (unless the Optionee is removed as a director in connection with a Sale of
the Company), the Company will have the option to repurchase any unvested Option Shares at a price equal to the exercise price paid to acquire such Option Shares (the “Repurchase Option”). The Company may exercise the Repurchase Option, in
whole or in party, by giving written notice (the “Repurchase Notice”) to the Optionee within 90 days following the date on which the Optionee ceases to be a director of the Company, which notice will indicate the number of Option Shares to
be repurchased. If the Company elects to exercise the Repurchase Option, the closing of the purchase and sale will occur on the 60th day following delivery of the Repurchase Notice (or such earlier date as may be agreed between the Company and the
Optionee). At such closing, the Company will deliver the consideration payable to the order of the Optionee, in the form of a company check, against delivery by the Optionee of certificates evidencing the Option Shares being so purchased, free and
clear of all liens, claims and encumbrances and endorsed in good form for transfer. 
 4. Governing Law 
 The parties agree that this Agreement will be governed by and construed in accordance with the substantive laws (but not the conflict of law principles)
of the State of Delaware. 
 5. Entire Agreement 
 Except for the Plan, this Agreement constitutes the entire agreement between the parties pertaining to the subject matter contained herein and supersedes all prior and contemporaneous agreements, representations and
understandings of the parties. No supplement, modification or amendment of this Agreement will be binding unless executed in writing by the party to be charged therewith. No waiver of any of the provisions of this Agreement will be deemed to
constitute a waiver of any other provision, whether or not similar, nor will any waiver constitute a continuing waiver. 







 6. Duplicate Originals 
 Duplicate originals of this document will be executed by both the Company and the Optionee, each of which will retain one duplicate original. 

 

			
	CNET NETWORKS, INC.
		
	By:	 	 /s/ Shelby Bonnie

	Name:	 	Shelby Bonnie
	Title:	 	CEO, CNET Networks, INC.


  

			
	ACCEPTED:
	  
  

	Name:	 	  

		
	Address:	 	  

		 	  

		 	  









 CNET NETWORKS, INC. 
 STOCK OPTION AGREEMENT 
 FOR ANNUAL GRANTS TO 
 NON-EMPLOYEE DIRECTORS 
  

			
	Optionee:	  	 __________________________________________

		
	Effective Date of Grant:	  	 __________________________________________

		
	Number of Shares Subject to Option:	  	 __________________________________________

		
	Exercise Price per Share:	  	 $_________________________________________


 WHEREAS, pursuant to the CNET Networks Outside Director Compensation Plan, each outside director
shall be granted an option to acquire 20,000 shares of common stock, par value $.0001 per share (the “Common Stock”) of CNET Networks, Inc. (the “Company”) on an annual basis on the same date as the annual grant to employees;

 NOW, THEREFORE, in consideration of the Optionee’s service as a director of the Company and the mutual agreements and covenants
contained in this Stock Option Agreement (the “Agreement”), the Company hereby grants to Optionee a non-qualified stock option (the “Option”) to purchase the number of shares of Common Stock set forth above, at the per share
exercise price set forth above, on the terms and conditions and subject to the restrictions set forth in this Agreement and in the Plan. 
 1. General Provisions 
 Subject to the other terms and provisions hereof, this Option is exercisable in full, as to all of
the shares of Common Stock subject hereto, immediately upon grant and will remain exercisable until the earlier of (a) ten years after the Effective Date of Grant, or (b) 90 days after the date the Optionee is no longer a director of the
Company or an officer or employee of the Company or a Related Corporation. The Company may suspend for a reasonable period or periods the time during which this Option may be exercised if, in the opinion of the Company, such suspension is required
to enable the Company to remain in compliance with regulatory requirements relating to the issuance of shares of Common Stock. 
 The Option
is subject to the provisions of the Plan, which is incorporated in its entirety into this Agreement by this reference. A copy of the Plan has been provided to the Optionee by the Company, and the Optionee hereby acknowledges receipt of the Plan.
Additional copies of the Plan are available from the Company upon request. All defined terms contained herein have the meanings provided in the Plan, except to the extent otherwise provided herein. 







 2. Exercise of Option 
 The Option may be exercised by delivering to the Company at its principal office or to its designee written notice of intent to so exercise by using the
interactive telephone system offered by the Company’s designated broker; provided that, the Option may be exercised with respect to whole Shares only. Such notice shall specify the number of Shares for which the Option is being exercised and
shall be accompanied by payment in full of the Exercise Price. The payment of the Exercise Price shall be made (i) in cash or its equivalent (e.g., by check), (ii) with the Company’s consent, in Shares duly endorsed for transfer to
the Company having a Fair Market Value on the date of delivery equal to the aggregate Exercise Price for the Shares being purchased and satisfying such other requirements as may be imposed by the Committee; provided, that such Shares have been held
by the Participant for no less than six months, (iii) partly in cash and partly in such Shares, (iv) through the delivery of a notice that the Participant has placed a market sell order with a broker with respect to Shares then issuable
upon exercise of the Option, and that the broker has been directed to pay a sufficient portion of the net proceeds of the sale to the Company in satisfaction of the Exercise Price, provided, that payment of such proceeds is then made to the
Company upon settlement of such sale, or (v) by such other method as may be permitted or prescribed from time to time by the Committee. 
 The certificates for shares of Common Stock as to which the Option has been exercised will be registered in the name of the Optionee and will be delivered to the Optionee at the address specified in the Exercise Notice. In exercising the
Option, the Optionee will make payment or other arrangements (for example, by requesting that the Company withhold shares of Common Stock otherwise issuable upon such exercise) satisfactory to the Company for withholding federal and state taxes, if
applicable, with respect to the shares acquired upon exercise of the Option. In the event the person exercising the Option is a transferee of the Optionee, the Exercise Notice will be accompanied by appropriate proof of the right of such transferee
to exercise the Option. 
 Subject to the limitations expressed herein, the Option may be exercised with respect to all or a part of the
shares of Common Stock subject to it. 
 Neither the Optionee nor any person claiming under or through the Optionee will be, or have any
rights or privileges of, a stockholder of the Company in respect of any of the shares issuable upon exercise of the Option, unless and until certificates representing such shares have been issued (as evidenced by the appropriate entry on the books
of the Company). 
 3. Repurchase Option 
 (a) Vesting. The shares of Common Stock issued or issuable upon exercise of the Option (the “Option Shares”) will vest in 12 equal monthly installments, beginning on the first day of the first month
beginning after the Effective Date of Grant, but only for so long as the Optionee remains a director of the Company; provided that all remaining unvested Option Shares will vest immediately upon a Sale of the Company. For such purposes, a “Sale
of the Company” means a merger, consolidation, recapitalization, reorganization or sale, lease or transfer of all or 







 substantially all of the Company’s assets, or the completion of a tender offer for a majority of the Company’s
outstanding Common Stock, if the stockholders of the Company immediately before such transaction (or one or more persons or entities controlled by such stockholders) beneficially own, immediately after or as a result of such transaction, equity
securities of the surviving or acquiring entity (or such entity’s parent), possessing less than 51% of the voting power and equity interest in the surviving or acquiring entity (or its parent). 
 (b) Restrictions on Transfer. The Optionee may not sell, pledge or otherwise transfer unvested Option Shares, without the prior written consent of
the Company, and the Company will retain all certificates evidencing unvested Option Shares on behalf of the Optionee. 
 (c) Repurchase
Option. If the Optionee ceases to be a director of the Company prior to the time at which all Option Shares are vested (unless the Optionee is removed as a director in connection with a Sale of the Company), the Company will have the option to
repurchase any unvested Option Shares at a price equal to the exercise price paid to acquire such Option Shares (the “Repurchase Option”). The Company may exercise the Repurchase Option, in whole or in party, by giving written notice (the
“Repurchase Notice”) to the Optionee within 90 days following the date on which the Optionee ceases to be a director of the Company, which notice will indicate the number of Option Shares to be repurchased. If the Company elects to
exercise the Repurchase Option, the closing of the purchase and sale will occur on the 60th day following delivery of the Repurchase Notice (or such earlier date as may be agreed between the Company and the Optionee). At such closing, the Company
will deliver the consideration payable to the order of the Optionee, in the form of a company check, against delivery by the Optionee of certificates evidencing the Option Shares being so purchased, free and clear of all liens, claims and
encumbrances and endorsed in good form for transfer. 
 4. Governing Law 
 The parties agree that this Agreement will be governed by and construed in accordance with the substantive laws (but not the conflict of law principles)
of the State of Delaware. 
 5. Entire Agreement 
 Except for the Plan, this Agreement constitutes the entire agreement between the parties pertaining to the subject matter contained herein and supersedes all prior and contemporaneous agreements, representations and
understandings of the parties. No supplement, modification or amendment of this Agreement will be binding unless executed in writing by the party to be charged therewith. No waiver of any of the provisions of this Agreement will be deemed to
constitute a waiver of any other provision, whether or not similar, nor will any waiver constitute a continuing waiver. 







 6. Duplicate Originals 
 Duplicate originals of this document will be executed by both the Company and the Optionee, each of which will retain one duplicate original. 

 

			
	CNET NETWORKS, INC.
		
	 By:
	 	 /s/ Shelby Bonnie

	 Name:
	 	Shelby Bonnie
	 Title:
	 	CEO, CNET Networks, INC.


  

			
	ACCEPTED:
	  
  

	 Name:
	 	  

		
	 Address: