Amendment to the 2000 CNET Networks, Inc. Stock Incentive Plan



 Exhibit 4.6 
 AMENDMENT 
 TO THE 
 2000 CNET NETWORKS, INC. 
 STOCK INCENTIVE PLAN 
 Pursuant to the authority reserved to the Board of Directors (the “Board”) of CNET Networks, Inc. (the “Company”), a
Delaware corporation, under Section 12 of the 2000 CNET Networks, Inc. Stock Incentive Plan (the “Plan”), the Board hereby amends the Plan as follows. 
 1. Effective as of March 14, 2007, Section 2 of the Plan is hereby amended to incorporate a new subsection following Section 2(j),
adjusting each subsequent subsection accordingly, to read in its entirety as follows: 
 “(k) Equity Restructuring: A
non-reciprocal transaction between the Company and its stockholders, such as a stock dividend, stock split, spin-off, rights offering or recapitalization through a large, nonrecurring cash dividend, that affects the Shares (or other securities of
the Company) or the Share price (or the price of other securities) and causes a change in the per Share value of the securities underlying outstanding Awards.” 
 2. Effective as of March 14, 2007, the definition of “Fair Market Value”, as set forth in Section 2(l) of the Plan, shall be amended in to read in its entirety as follows: 
 “Fair Market Value: As of any date, the value of a Share determined as follows: 
 (i) If the Shares are listed on any established stock exchange or a national market system, Fair Market Value shall be the closing sales
price for such Shares (or the closing bid, if no sales were reported) as quoted on such exchange or system for such date, or if no bids or sales were reported for such date, then the closing sales price (or the closing bid, if no sales were
reported) on the trading date immediately prior to such date during which a bid or sale occurred, in each case, as reported in The Wall Street Journal or such other source as the Committee deems reliable; 
 (ii) If the Shares are regularly quoted by a recognized securities dealer but selling prices are not reported, Fair Market Value shall be
the mean of the closing bid and asked prices for the Shares on such date, or if no closing bid and asked prices were reported for such date, the date immediately prior to such date during which closing bid and asked prices were quoted for the
Shares, in each case, as reported in The Wall Street Journal or such other source as the Committee deems reliable; or 
 (iii)
In the absence of an established market for the Shares, the Fair Market Value thereof shall be determined in good faith by the Committee.” 
 3. Effective as of March 14, 2007, Section 4 of the Plan is hereby amended to have the following text replace the existing first sentence of the section: 
 “The Plan shall be administered by the Committee, and the Committee may, but need not, delegate from time to time some or all of its authority to
grant Awards under the Plan 








 
to a committee consisting of one or more members of the Committee or of one or more officers of the Company; provided, however, that unless such committee
consists solely of at least two individuals who are intended to qualify as non-employee directors within the meaning of Rule 16b-3 under the Act and “outside directors” within the meaning of Section 162(m) of the Code (or any
successor section thereto), the Committee may not delegate its authority to grant Awards to individuals who are (a) subject on the date of the grant to the reporting rules under Section 16(a) of the Act, (b) designated by the
Committee as a key employee whose compensation for the fiscal year in which the key employee is so designated or a future fiscal year may be subject to the limit on deductible compensation imposed by Section 162(m) of the Code (or any successor
section thereto), or (c) officers of the Company who are delegated authority by the Committee hereunder. Any delegation pursuant to the preceding sentence shall be subject to the restrictions and limits that the Committee specifies at the time
of such delegation of authority and may be rescinded at any time by the Committee, and at all times, any such committee appointed pursuant to the preceding sentence shall serve in such capacity at the pleasure of the Committee.” 
 4. Effective as of March 14, 2007, Section 8(a) of the Plan is hereby amended to read in its entirety as follows: 
 “(a) Generally. 
 (i) In connection with the occurrence of any Equity Restructuring, and notwithstanding anything to the contrary in Section 8(a)(ii): 
 (A) The number and type of securities subject to each outstanding Award and the exercise price or grant price thereof, as well as any
other applicable terms and conditions of each outstanding Award (including, without limitation, any performance targets or criteria with respect thereto), will be proportionately adjusted. The adjustments provided under this Section 8(a)(i)(A)
shall be nondiscretionary and shall be final and binding on the affected Participant and the Company. 
 (B) The Committee
shall make such proportionate adjustments, if any, as the Committee in its discretion may deem appropriate to reflect such Equity Restructuring with respect to the aggregate number and kind of shares that may be issued under the Plan (including, but
not limited to, adjustments of the limitations in Section 3 on the number of Shares issuable under the Plan, the maximum number of Shares for which Options may be granted during a calendar year to any Participant and the maximum amount of a
Performance-Based Award which may be granted during a calendar year to any Participant). 
 (ii) In the event that the
Committee determines that other than an Equity Restructuring, any dividend or other distribution (whether in the form of cash, Shares, other securities or other property), reorganization, merger, consolidation, combination, repurchase, liquidation,
dissolution, or sale transfer, exchange or other disposition of all or substantially all of the assets of the Company, or exchange of Shares 








 
or other securities of the Company, issuance or warrants or other rights to purchase Shares or other securities of the Company or other similar corporate
transaction or event, in the Committee’s sole discretion, affects the Shares such that an adjustment is determined by the Committee to be appropriate in order to prevent dilution or enlargement of the benefits or potential benefits intended to
be made available under the Plan or with respect to an Award, then the Committee shall, in such manner as it may deem equitable, adjust any or all of: 
 (A) The number and kind of shares of Shares (or other securities or property) with respect to which Awards may be granted or awarded (including, but not limited to, adjustments of the limitations in Section 3 on
the number of Shares issuable under the Plan, the maximum number of Shares for which Options may be granted during a calendar year to any Participant and the maximum amount of a Performance-Based Award which may be granted during a calendar year to
any Participant); 
 (B) The number and kind of shares of Shares (or other securities or property) subject to outstanding
Awards; and 
 (C) The grant or exercise price with respect to any Award.” 
 5. Notwithstanding anything in this Amendment to the Plan to the contrary, this Amendment to the Plan shall not apply to, and instead the former version
of Section 8(a) of the Plan shall apply to, any Award to which the application of this Amendment to the Plan would (a) result in a penalty tax under Section 409A of the Code and the Department of Treasury proposed and final
regulations and guidance thereunder or (b) cause any ISO to fail to qualify as an “incentive stock option” under Section 422 of the Code. 
 * * * * * * * * 
 Executed on March 14, 2007. 
  

			
	CNET NETWORKS, INC.
		
	By:	 	/s/ George Mazzotta
		
	Title:	 	Chief Financial Officer