CNET, Inc. Amended and Restated 1997 Stock Option Plan



 Exhibit 4.3 
 CNET, INC. 
 AMENDED AND RESTATED 
 1997 STOCK OPTION PLAN 
 Amended and Restated as of July 21, 1999

 1.        Purpose of the Plan.    This Plan shall be known as
the CNET, Inc. 1997 Stock Option Plan. The purpose of the Plan is to attract and retain the best available personnel for positions of substantial responsibility and to provide incentives to such personnel to promote the success of the business of
CNET, Inc. and its subsidiaries. 
 Certain options granted under this Plan are intended to qualify as “incentive stock options”
pursuant to Section 422 of the Internal Revenue Code of 1986, as amended from time to time, while certain other options granted under the Plan will constitute nonqualified options. 
 2.        Definitions.    As used herein, the following definitions shall
apply: 
 “Board” means the Board of Directors of the Corporation. 
 “Common Stock” means the Common Stock, $.0001 par value per share, of the Corporation. Except as otherwise provided herein, all Common
Stock issued pursuant to the Plan shall have the same rights as all other issued and outstanding shares of Common Stock, including, but not limited to, voting rights, the right to dividends, if declared and paid, and the right to pro rata
distributions of the Corporation’s assets in the event of liquidation. 
 “Code” means the Internal Revenue Code of
1986, as amended from time to time. 
 “Committee” means the committee described in Section 18 that administers
the Plan or, if no such committee has been appointed, the full Board. 
 “Consultant” means any consultant or advisor who
renders bona fide services to the Corporation or one of its Subsidiaries, which services are not in connection with the offer or sale of securities in a capital-raising transaction. 
 “Corporation” means CNET, Inc., a Delaware corporation. 
 “Date of Grant” means the date on which an Option is granted pursuant to this Plan or, if the Board or the Committee so determines, the date specified by the Board or the Committee as the date the
award is to be effective. 
 “Employee” means any officer or other employee of the Corporation or one of its Subsidiaries
(including any director who is also an officer or employee of the Corporation or one of its Subsidiaries). 
  

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 “Exchange Act” means the Securities Exchange Act of 1934, as amended. 
 “Exercise Price” means the option price for a share of Common Stock subject to an Option. 
 “Fair Market Value” means the closing sale price (or average of the quoted closing bid and asked prices if there is no closing sale
price reported) of the Common Stock on the trading day immediately prior to the date specified as reported by the principal national exchange or trading system on which the Common Stock is then listed or traded. If there is no reported price
information for the Common Stock, the Fair Market Value will be determined by the Board or the Committee, in its sole discretion. In making such determination, the Board or the Committee may, but shall not be obligated to, commission and rely upon
an independent appraisal of the Common Stock. 
 “Insider” means any officer, director, or 10% stockholder of the
Corporation. 
 “Non-Employee Director” means an individual who is a “non-employee director” as defined in
Rule 16b-3 under the Exchange Act. 
 “Nonqualified Option” means any Option that is not a Qualified Option.

 “Option” means a stock option granted pursuant to Section 6 of this Plan. 
 “Optionee” means any Employee, Consultant or director who receives an Option. 
 “Outside Director” means an individual who is an “outside director” within the meaning of Treasury Regulation
Section 1.162-27(e)(3). 
 “Plan” means this CNET, Inc. Amended and Restated 1997 Stock Option Plan, as amended from
time to time. 
 “Qualified Option” means any Option that is intended to qualify as an “incentive stock option”
within the meaning of Section 422 of the Code. 
 “Rule 16b-3” means Rule 16b-3 of the rules and regulations under the
Exchange Act, as Rule 16b-3 may be amended from time to time, and any successor provisions to Rule 16b-3 under the Exchange Act. 
 “Subsidiary” means any now existing or hereinafter organized or acquired company of which at least fifty percent (50%) of the issued and outstanding voting stock is owned or controlled directly or indirectly by the
Corporation or through one or more Subsidiaries of the Corporation. 
 3.        Term of
Plan.    The Plan has been adopted by the Board effective as of April 16, 1997. To permit the granting of Qualified Options under the Code, and to qualify awards of 

  

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Options hereunder as “performance based” under Section 162(m) of the Code, the Plan will be submitted for approval by the stockholders of the
Corporation by the affirmative votes of the holders of a majority of the shares of Common Stock then issued and outstanding, for approval no later than the next annual meeting of stockholders. If the Plan is not so approved by the stockholders of
the Corporation, then any Options previously granted under the Plan will be Nonqualified Options, regardless of whether the option agreements relating thereto purport to grant Qualified Options. The Plan shall continue in effect until terminated
pursuant to Section 18. 
 4.        Shares Subject to the
Plan.    Except as otherwise provided in Section 17 hereof, the aggregate number of shares of Common Stock issuable upon the exercise of Options granted pursuant to this Plan shall be 6,200,000 shares. Such
shares may either be authorized but unissued shares or treasury shares. The Corporation shall, during the term of this Plan, reserve and keep available a number of shares of Common Stock sufficient to satisfy the requirements of the Plan. If an
Option should expire or become unexercisable for any reason without having been exercised in full, then the shares that were subject thereto shall, unless the Plan has terminated, be available for the grant of additional Options under this Plan,
subject to the limitations set forth above. 
 5.        Eligibility.    Qualified Options may be granted under Section 6 of the Plan to such Employees of the Corporation or its Subsidiaries as may be
determined by the Board or the Committee. Nonqualified Options may be granted under Section 6 of the Plan to such Employees, Consultants and directors of the Corporation or its Subsidiaries as may be determined by the Board or the
Committee. Subject to the limitations and qualifications set forth in this Plan, the Board or the Committee shall also determine the number of Options to be granted, the number of shares subject to each Option grant, the exercise price or prices of
each Option, the vesting and exercise period of each Option, whether an Option may be exercised as to less than all of the Common Stock subject thereto, and such other terms and conditions of each Option, if any, as are consistent with the
provisions of this Plan. In connection with the granting of Qualified Options, the aggregate Fair Market Value (determined at the Date of Grant of a Qualified Option) of the shares with respect to which Qualified Options are exercisable for the
first time by an Optionee during any calendar year (under all such plans of the Optionee’s employer corporation and its parent and subsidiary corporations as defined in Section 424(e) and (f) of the Code, or a corporation or a parent
or subsidiary corporation of such corporation issuing or assuming an Option in a transaction to which Section 424(a) of the Code applies (collectively, such corporations described in this sentence are hereinafter referred to as “Related
Corporations”)) shall not exceed $100,000 or such other amount as from time to time provided in Section 422(d) of the Code or any successor provision. 
 6.        Grant of Options.    Except as provided in Section 18, the Board or the Committee shall determine the number of shares of
Common Stock to be offered from time to time pursuant to Options granted hereunder and shall grant Options under the Plan. The grant of Options shall be evidenced by Option agreements containing such terms and provisions as are approved by the Board
or the Committee and executed on behalf of the Corporation by an appropriate officer. The aggregate number of shares of Common Stock with respect to which Options may be granted to any single Participant during a calendar year shall not exceed the
number of shares subject to 

  

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the Plan referred to in Section 4. Any Options that are granted and subsequently lapse or are cancelled or forfeited will nonetheless count against this
limit. For this purpose, repricing of an Option shall be considered as the cancellation of the Option and the grant of a new Option. 
 7.        Time of Grant of Options.    The Date of Grant of an Option under the Plan shall be the date on which the Board or the Committee awards the Option or, if
the Board or the Committee so determines, the date specified by the Board or the Committee as the date the award is to be effective. Notice of the grant shall be given to each Optionee promptly after the date of such grant. 
 8.        Price.    The Exercise Price for each share of Common Stock subject
to an Option granted pursuant to Section 6 of the Plan shall be determined by the Board or the Committee at the Date of Grant; provided, however, that (a) the Exercise Price for any Option shall not be less than 100% of the Fair
Market Value of the Common Stock at the Date of Grant, and (b) if the Optionee owns on the Date of Grant more than 10 percent of the total combined voting power of all classes of stock of the Corporation or its parent or any of its
subsidiaries, as more fully described in Section 422(b)(6) of the Code or any successor provision (such stockholder is referred to herein as a “10-Percent Stockholder”), the Exercise Price for any Qualified Option granted to
such Optionee shall not be less than 110% of the Fair Market Value of the Common Stock at the Date of Grant. 
 9.        Vesting.    Subject to Section 11 of this Plan, each Option shall vest or be subject to forfeiture in accordance with the provisions set forth
in the applicable Option agreement. The Board or the Committee may, but shall not be required to, permit acceleration of vesting or termination of forfeiture provisions upon any sale of the Corporation or similar transaction. An Option agreement may
contain such additional provisions with respect to vesting as the Board or the Committee may specify. 
 10.        Exercise.    An Optionee may pay the Exercise Price of the shares of Common Stock as to which an Option is being exercised by the delivery of cash, check
or, at the Corporation’s option, by the delivery of shares of Common Stock having a Fair Market Value on the exercise date equal to the Exercise Price. A Subsidiary may, but is not required to, act as agent for the Corporation for the purpose
of accepting the Exercise Price. 
 If the shares to be purchased are covered by an effective registration statement under the Securities Act
of 1933, as amended, any Option granted under the Plan may be exercised by a broker-dealer acting on behalf of an Optionee if (a) the broker-dealer has received from the Optionee or the Corporation a fully- and duly-endorsed agreement
evidencing such Option, together with instructions signed by the Optionee requesting the Corporation to deliver the shares of Common Stock subject to such Option to the broker-dealer on behalf of the Optionee and specifying the account into which
such shares should be deposited, (b) adequate provision has been made with respect to the payment of any withholding taxes due upon such exercise, and (c) the broker-dealer and the Optionee have otherwise complied with
Section 220.3(e)(4) of Regulation T, 12 CFR Part 220, or any successor provision. 
  

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 11.        When Qualified Options May be Exercised.

 (a)        No Qualified Option shall be exercisable at any time after the
expiration of ten (10) years from the Date of Grant; provided, however, that if the Optionee with respect to a Qualified Option is a 10-Percent Stockholder on the Date of Grant of such Qualified Option, then such Option shall not
be exercisable after the expiration of five (5) years from its Date of Grant. In addition, if an Optionee of a Qualified Option ceases to be an employee of the Corporation or any related corporation for any reason, such Optionee’s vested
Qualified Options shall not be exercisable after (a) 90 days following the date such Optionee ceases to be an employee of the Corporation or any related corporation, if such cessation of service is not due to the death or permanent and total
disability (within the meaning of Section 22(e)(3) of the Code) of the Optionee, or (b) twelve months following the date such Optionee ceases to be an employee of the Corporation or any related corporation, if such cessation of service is
due to the death or permanent and total disability (as defined above) of the Optionee. Upon the death of an Optionee, any vested Qualified Option exercisable on the date of death may be exercised by the Optionee’s estate or by a person who
acquires the right to exercise such Qualified Option by bequest or inheritance or by reason of the death of the Optionee, provided that such exercise occurs within both the remaining option term of the Qualified Option and twelve months after the
date of the Optionee’s death. This Section 11 only provides the outer limits of allowable exercise dates with respect to Qualified Options; the Board or the Committee may determine that the exercise period for a Qualified Option
shall have a shorter duration than as specified above. 
 (b)        Nonqualified
Options granted to employees of CNET Data Services, a Subsidiary, shall be exercisable for a period of at least twelve (12) years from the Date of Grant; 
 (c)        Any Options not covered by Section 11(a) or Section 11(b)
shall be exercisable as determined by the Board of the Committee and set forth in the Option Agreement by and between the Employee and the Corporation. 
 12.        Option Financing.    Upon the exercise of any Option granted under the Plan, the Corporation may, but shall not be required to, make
financing available to the Optionee for the purchase of shares of Common Stock pursuant to such Option on such terms as the Board or the Committee may specify. 
 13.        Withholding of Taxes.    The Board or the Committee shall make such provisions and take such steps as it may deem necessary or
appropriate for the withholding of any taxes that the Corporation or any Subsidiary is required by any law or regulation of any governmental authority to withhold in connection with any Option including, but not limited to, withholding the issuance
of all or any portion of the shares of Common Stock subject to such Option until the Optionee reimburses the Corporation or its Subsidiary for the amount it is required to withhold with respect to such taxes, canceling any portion of such issuance
in an amount sufficient to reimburse the Corporation or its Subsidiary for the minimum mandatory amount it is required to 

  

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withhold or taking any other action reasonably required to satisfy the Corporation’s or its Subsidiary’s withholding obligation. 
 14.        Conditions Upon Issuance of Shares.    The Corporation shall not be
obligated to sell or issue any shares upon the exercise of any Option granted under the Plan unless the issuance and delivery of shares complies with all provisions of applicable federal and state securities laws and the requirements of any national
exchange or trading system on which the Common Stock is then listed or traded. 
 As a condition to the exercise of an Option, the
Corporation may require the person exercising the Option or receiving the grant to make such representations and warranties as may be necessary to assure the availability of an exemption from the registration requirements of applicable federal and
state securities laws. 
 The Corporation shall not be liable for refusing to sell or issue any shares covered by any Option if the
Corporation cannot obtain authority from the appropriate regulatory bodies deemed by the Corporation to be necessary to sell or issue such shares in compliance with all applicable federal and state securities laws and the requirements of any
national exchange or trading system on which the Common Stock is then listed or traded. In addition, the Corporation shall have no obligation to any Optionee, express or implied, to list, register or otherwise qualify the shares of Common Stock
covered by any Option. 
 No Optionee will be, or will be deemed to be, a holder of any Common Stock subject to an Option unless and until
such Optionee has exercised his or her Option and paid the purchase price for the subject shares of Common Stock. Each Qualified Option under this Plan shall be transferable only by will or the laws of descent and distribution and shall be
exercisable during the Optionee’s lifetime only by such Optionee. Each Nonqualified Option under this Plan shall be transferable only by will, the laws of descent and distribution, pursuant to a domestic relations order issued by a court of
competent jurisdiction, or to a trust established by the Optionee for estate planning purposes. 
 15.        Restrictions on Shares.    Shares of Common Stock issued pursuant to the Plan may be subject to restrictions on transfer under applicable federal and state
securities laws. The Board may impose such additional restrictions on the ownership and transfer of shares of Common Stock issued pursuant to the Plan as it deems desirable; any such restrictions shall be set forth in any Option agreement entered
into hereunder. 
 16.        Modification of Options.    Except as
provided in Section 18 of this Plan, at any time and from time to time, the Board or the Committee may execute an instrument providing for modification, extension or renewal of any outstanding Option, provided that no such modification,
extension or renewal shall impair the Option without the consent of the holder of the Option. Notwithstanding the foregoing, in the event of such a modification, substitution, extension or renewal of a Qualified Option, the Board or the Committee
may increase the exercise price of such Option if necessary to retain the qualified status of such Option. 
  

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 17.        Effect of Change in Stock Subject to the
Plan.     In the event that each of the outstanding shares of Common Stock (other than shares held by dissenting stockholders) shall be changed into or exchanged for a different number or kind of shares of stock of the
Corporation or of another corporation (whether by reason of merger, consolidation, recapitalization, reclassification, split-up, combination of shares or otherwise), or in the event a stock split or stock dividend occurs, then there shall be
substituted for each share of Common Stock then subject to Options or available for Options the number and kind of shares of stock into which each outstanding share of Common Stock (other than shares held by dissenting stockholders) shall be so
changed or exchanged, or the number of shares of Common Stock as is equitably required in the event of a stock split or stock dividend, together with an appropriate adjustment of the Exercise Price. The Board may, but shall not be required to,
provide additional anti-dilution protection to an Optionee under the terms of the individual’s Option agreement. 
 18.         Administration. 
 (a)
        The Plan shall be administered by the Board or by a committee of the Board comprised solely of two or more Outside Directors appointed by the Board (the “Committee”). Options may be
granted under Section 6, only (i) by the Board as a whole, or (ii) by majority agreement of the members of the Committee; provided that, if the Committee does not consist entirely of Non-Employee Directors, then Options may be
granted to Insiders under Section 6 only by the Board as a whole. Option agreements, in the forms as approved by the Board or the Committee, and containing such terms and conditions consistent with the provisions of this Plan as are
determined by the Board or the Committee, may be executed on behalf of the Corporation by the Chairman of the Board, the President or any Vice President of the Corporation. The Board or the Committee shall have complete authority to construe,
interpret and administer the provisions of this Plan and the provisions of the Option agreements granted hereunder; to prescribe, amend and rescind rules and regulations pertaining to this Plan; to suspend or discontinue this Plan; and to make all
other determinations necessary or deemed advisable in the administration of the Plan. The determinations, interpretations and constructions made by the Board or the Committee shall be final and conclusive. No member of the Board or the Committee
shall be liable for any action taken, or failed to be taken, made in good faith relating to the Plan or any award thereunder, and the members of the Board or the Committee shall be entitled to indemnification and reimbursement by the Corporation in
respect of any claim, loss, damage or expense (including attorneys’ fees) arising therefrom to the fullest extent permitted by law. 
 (b)        Although the Board or the Committee may suspend or discontinue the Plan at any time, all Qualified Options must be granted within ten (10) years from the effective date of the Plan or
the date the Plan is approved by the stockholders of the Corporation, whichever is earlier. 
 (c)        Each Outside Director will be eligible to receive automatic grants of Options as follows: 
  

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 (i)        Each Outside Director will
automatically be granted Nonqualified Options to purchase 80,000 shares of Common Stock (the “Initial Grant”) on the date such Outside Director is first elected to the Board. 
 (ii)        On June 30 of each year, each Outside Director then serving on the Board will
automatically be granted Nonqualified Options to purchase 20,000 shares of Common Stock (each, an “Annual Grant”). The number of shares subject to Initial Grants and Annual Grants will be adjusted in accordance with
Section 17. 
 (iii)         The purchase price for Common Stock subject
to Initial Grants and Annual Grants will be 100% of the Fair Market Value of the Common Stock on the Date of Grant. 
 (iv)
        All Options granted under this Section 18(c) will be evidenced by Option agreements substantially in the form of Exhibit A hereto. 
 (v)         All Options granted under this Section 18(c) will be exercisable on and after
the Date of Grant until the earlier of (A) ten years after the Date of Grant, or (B) 90 days after the date such Outside Director is no longer a director of the Corporation or an officer or employee of the Corporation or a Related
Corporation; provided that Common Stock issuable upon exercise of such Options will be subject to a repurchase option in favor of the Corporation, as set forth in the applicable Option agreement, until such shares vest, which will occur in equal
monthly installments during the 48 months following the Date of Grant. 
 (vi)
        This Section 18(c) may not be amended more than once every six months, other than to comport with changes in the Code or in the Employee Retirement Income Security Act of 1974, as amended, or
changes in the rules promulgated thereunder, or other applicable law, unless, at the time of amendment, such limitation on amendments is not necessary in order for the Plan to comply with the requirements of Rule 16b-3 or the Corporation is not then
subject to the provisions of Section 16 of the Exchange Act. 
 (vii)
        Notwithstanding the foregoing, to the extent an Outside Director receives an automatic grant of Nonqualified Options under Section 18(c) of the Corporation’s 1994 Stock Option Plan, as
amended, such director is not eligible to receive a duplicate grant of Nonqualified Options under this Section 18(c). 
 (d)
        Subject to any applicable requirements of Rule 16b-3 or of any national exchange or trading system on which the Common Stock is then listed or traded, and subject to the stockholder approval
requirements of Sections 422 and 162(m)(4)(C) of the Code, the Board may amend any provision of this Plan in any respect in its discretion. 
  

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 19.         Continued Employment Not Presumed.
    Nothing in this Plan or any document describing it nor the grant of any Option shall give any Optionee the right to continue in the employment of the Corporation or affect the right of the Corporation to terminate the
employment of any such person with or without cause. 
 20.         Liability of the
Corporation.     Neither the Corporation, its directors, officers or employees or the Committee, nor any Subsidiary which is in existence or hereafter comes into existence, shall be liable to any Optionee or other person
if it is determined for any reason by the Internal Revenue Service or any court having jurisdiction that any Qualified Option granted hereunder does not qualify for tax treatment as an incentive stock option under Section 422 of the Code.

 21.         Governing Law.     The Plan shall be governed by
and construed in accordance with the laws of State of Delaware and the United States, as applicable, without reference to the conflict of laws provisions thereof. 
 22.         Severability of Provisions.     If any provision of this Plan is determined to be invalid, illegal or unenforceable, such
invalidity, illegality or unenforceability shall not affect the remaining provisions of the Plan, but such invalid, illegal or unenforceable provision shall be fully severable, and the Plan shall be construed and enforced as if such provision had
never been inserted herein. 
  

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