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                                                                    Exhibit 10.1




                    AMENDED 1998 INCENTIVE COMPENSATION PLAN

1. Purpose.

   The purpose of the Ziff-Davis 1998 Incentive Compensation Plan (the "Plan")
is to promote the growth and performance of Ziff-Davis Inc., a Delaware
corporation (the "Company") and its affiliates, by encouraging employees and
consultants of the Company and its affiliates to acquire an ownership position
in the Company through the holding of common stock of the Company, par value
$0.01 per share (regardless of series), (the "Common Stock"), enhancing the
ability of the Company and its affiliates to attract and retain employees and
consultants of outstanding ability, and providing such employees and
consultants with an interest in the Company parallel to that of the Company's
stockholders.

2. Plan Administration.

   The Plan shall be administered by the Board of Directors of the Company (the
"Board"), or by a Compensation Committee (the "Committee") appointed by the
Board which shall, following the initial public offering of the Company's
Common Stock, solely to the extent required to comply with Rule 16b-3 as
promulgated under Section 16 of the Securities Exchange Act of 1934 (the
"Exchange Act") and Section 162(m) of the Internal Revenue Code of 1986, as
amended (the "Code"), be composed of "non-employee directors" within the
meaning of Rule 16b-3 as promulgated under the Exchange Act and "outside
directors" within the meaning of Section 162(m) of the Code. To the extent the
Plan is administered by the Board, the term "Committee" shall refer to the
Board. A majority of the Committee shall constitute a quorum, and the acts of
the majority of such quorum shall be the acts of the Committee. Subject to the
provisions of the Plan, the Committee (a) shall select the participants in the
Plan ("Participants"), determine the type of awards ("Awards") to be made to
Participants, determine the number of shares or share units subject to Awards,
and (b) shall have the authority to interpret the Plan, to establish, amend,
and rescind any rules and regulations relating to the Plan, to determine the
terms and provisions of any Award agreements entered into hereunder, and to
make all other determinations necessary or advisable for the administration of
the Plan. The Committee may accelerate the exercisability of any Award granted
hereunder, and may correct any defect, supply any omission or reconcile any
inconsistency in the Plan or in any Award in the manner and to the extent it
shall deem desirable to carry it into effect. The determinations of the
Committee in the administration of the Plan, as described herein, shall be
final, conclusive and binding on all persons, including the Company and its
subsidiaries, its shareholders, Participants and their estates and
beneficiaries. Members of the Committee and any officer or employee of the
Company or any subsidiary acting at the direction of, or on behalf of, the
Committee shall not be personally liable for any action or determination taken
or made in good faith with respect to the Plan, and shall, to the extent
permitted by law, be fully indemnified by the Company with respect to any such
action or determination. It is the intention of the Company that the Plan and
the administration thereof comply in all respects with Section 16(b) of the
Exchange Act and the rules and regulations thereunder, and in all events the
Plan shall be construed in favor of its meeting the requirements of Rule 16b-3
promulgated under the Exchange Act.

3. Eligibility.

   All employees and consultants of the Company and its affiliates who have
demonstrated significant management potential or who have the capacity for
contributing in a substantial measure to the successful performance of the
Company and its affiliates, as determined by the Committee, are eligible to be
Participants in the Plan and to receive Awards under Section 5.

4. Shares Subject to the Plan.

   Subject to adjustment as provided in Section 9, the total number of shares
of Common Stock which may be delivered pursuant to Awards granted under the
Plan through the Company's fiscal year ending in 2000 shall

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not exceed forty (40) million shares and pursuant to Awards granted in each
fiscal year thereafter shall not exceed four percent (4%) of the issued and
outstanding shares of Common Stock, determined as of the last day of the
immediately preceding fiscal year, increased by the number of shares available
for Awards in previous fiscal years but not covered by Awards granted in such
years. Shares of Common Stock which may be delivered pursuant to Awards may be
authorized and unissued shares or treasury shares, as the Company may from time
to time determine. In addition, up to 327,500 shares supplied from outstanding
shares of Common Stock held by the majority stockholder of the Company will be
available for issuance in respect of Awards of stock options granted to certain
Participants in connection with the cancellation of such Participants'
corresponding options to purchase stock of SOFTBANK Corp. Notwithstanding the
foregoing, but subject to adjustment as provided in Section 9, no more than 40
million shares of Common Stock shall be delivered pursuant to the exercise of
incentive stock options within the meaning of Code Section 422. Shares subject
to or underlying an Award that expires unexercised, or is forfeited, terminated
or canceled, or is paid in cash in lieu of Common Stock and shares that are
tendered to pay for the exercise of a stock option shall thereafter again be
available for grant under the Plan.

5. Types of Awards.

   Awards under the Plan may consist of one or more of the following: stock
awards, stock options (either incentive stock options within the meaning of
Code Section 422 or nonstatutory stock options), stock appreciation rights,
performance shares (which may be granted as performance share units), and
restricted stock (which may be granted as restricted stock units). Awards of
performance shares and restricted stock may provide the Participant with
dividends or dividend equivalents and voting rights prior to vesting (whether
based on a period of time or based on attainment of specified performance
conditions). For purposes of the Plan, with respect to any Award granted under
the Plan, references to the term "Common Stock" shall be deemed to refer to the
applicable series of Common Stock with respect to which such Award is granted.

     (a) Stock Awards. Awards of Common Stock (other than pursuant to
  Sections 5(d) and 5(e)) may be granted in the form of actual shares of
  Common Stock. At the discretion of the Committee, a stock certificate may
  be issued in respect of Stock Awards or a book entry of the Stock Award may
  be made. If a certificate is issued, such certificate shall be registered
  in the name of and be delivered to the Participant. Full ownership of such
  shares, whether issued in the form of a certificate or in book entry,
  including the right to vote and receive dividends, shall immediately vest
  in such Participant.

     (b) Stock Options. The Committee shall establish the option price at the
  time each stock option is granted, which price shall generally not be less
  than 100% of the Fair Market Value (as defined below) of the Common Stock
  on the date of grant, unless otherwise specifically determined by the
  Committee. Stock options shall vest and become exercisable at a rate
  determined by the Committee, and shall remain exercisable for such period
  as specified by the Committee.

     The option price of each share as to which a stock option is exercised
  shall be paid in full at the time of such exercise in cash, by tender of
  shares of Common Stock owned by the Participant valued at Fair Market Value
  as of the date of exercise (subject to such guidelines for the tender of
  Common Stock as the Committee may establish), by a "sale to cover" broker
  transaction or other cashless exercise method permitted under Regulation T
  of the Federal Reserve Board, or by a combination of cash, shares of Common
  Stock and other consideration as the Committee deems appropriate. In no
  event may any Participant receive grants of stock options with respect to
  more than 1,000,000 shares of Common Stock in any calendar year; provided
  that solely for the 1998 calendar year, no individual employee may receive
  grants of options with respect to more than 2,600,000 shares of Common
  Stock. For purposes of the Plan, "Fair Market Value" means, per share of
  Common Stock, the closing price of the Common Stock on the New York Stock
  Exchange (the "NYSE") on the applicable date, or, if there are no sales of
  Common Stock on the NYSE on such date, then the closing price of the Common
  Stock on the last previous day on which a sale on the NYSE is reported;
  provided, that prior to the initial public offering of the Common Stock,
  Fair Market Value means such value as determined in good faith by the
  Committee.

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     (c) Stock Appreciation Rights. Stock appreciation rights ("SARs") may be
  granted in tandem with a stock option, in addition to a stock option, or
  may be freestanding and unrelated to a stock option. SARs granted in tandem
  or in addition to a stock option may be granted either at the same time as
  the stock option or at a later time. SARs shall vest and become exercisable
  at a rate determined by the Committee, and shall remain exercisable for
  such period as specified by the Committee. A SAR shall entitle the
  Participant to receive from the Company an amount equal to the excess of
  the Fair Market Value of a share of Common Stock on the exercise of the SAR
  over the Fair Market Value of a share of Common Stock on the date of grant.
  The Committee shall determine in its sole discretion whether the SAR shall
  be settled in cash, Common Stock or a combination of cash and Common Stock.
  In no event may any Participant receive grants of stock appreciation rights
  with respect to more than 500,000 shares of Common Stock in any calendar
  year.

     (d) Performance Shares. Performance shares may be granted in the form of
  actual shares of Common Stock or share units having a value equal to an
  identical number of shares of Common Stock. In the event that a stock
  certificate is issued in respect of performance shares, such certificate
  shall be registered in the name of the Participant but shall be held by the
  Company until the time the performance shares are earned. The performance
  conditions and the length of the performance period shall be determined by
  the Committee but in no event may a performance period be less than one
  year. The Committee shall determine in its sole discretion whether
  performance shares granted in the form of share units shall be paid in
  cash, Common Stock, or a combination of cash and Common Stock.

     Awards of performance shares to a Covered Employee (as defined below)
  shall (unless the Committee determines otherwise) be subject to performance
  conditions based on the achievement by the Company relating to one or more
  of the following: consolidated operating profit, consolidated net income,
  funds from operations, return on or growth in shareholders' equity, return
  on net assets, attainment of specified levels of earnings per share or
  improvements in the Company's revenue, share price performance, enterprise
  value, enterprise value per share, equity value, EBITDA (earnings before
  interest, taxes, depreciation and amortization), free cash flow or any
  combination of the foregoing. The Committee shall establish the relevant
  performance conditions within 90 days after the commencement of the
  performance period (or such later date as may be required or permitted by
  Section 162(m) of the Code). The Committee may, in its discretion, reduce
  or eliminate the amount of payment with respect to an Award of performance
  shares to a Covered Employee, notwithstanding the achievement of a
  specified performance condition. The maximum number of performance shares
  subject to any Award to a Covered Employee shall be 500,000 for the first
  12 months during the performance period and each 12-month period thereafter
  (or, to the extent the Award is paid in cash, the maximum dollar amount of
  any such Award shall be the equivalent cash value of such number of shares
  of Common Stock at the closing price on the last day of the performance
  period on which shares of Common Stock are traded on the NYSE). An Award of
  performance shares to a Participant who is a Covered Employee shall (unless
  the Committee determines otherwise) provide that in the event of the
  employee's termination of employment prior to the end of the performance
  period for any reason, such Award will be payable only (x) if the
  applicable performance conditions are achieved and (y) to the extent, if
  any, as the Committee shall determine.

     For purposes of the Plan, "Covered Employee" means, at the time of an
  Award (or such other time as required or permitted by Section 162(m) of the
  Code) (1) the Company's Chief Executive Officer (or an individual acting in
  such capacity), (2) any employee of the Company or its subsidiaries who, in
  the discretion of the Committee for purposes of determining those employees
  who are "covered employees" under Section 162(m) of the Code, is likely to
  be among the four other highest compensated officers of the Company for the
  year in which an Award is made or payable, and (3) any other employee of
  the Company or its subsidiaries designated by the Committee in its
  discretion.

     (e) Restricted Stock. Restricted stock may be granted in the form of
  actual shares of Common Stock or share units having a value equal to an
  identical number of shares of Common Stock. The employment conditions and
  the length of the period for vesting of restricted stock shall be
  established by

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  the Committee at time of grant, except that each restriction period shall
  not be less than 12 months. In the event that a stock certificate is issued
  in respect of restricted stock, such certificate shall be registered in the
  name of the Participant but shall be held by the Company until the end of
  the restricted period. During the restricted period, shares of restricted
  stock may not be sold, assigned, transferred or otherwise disposed of, or
  pledged or hypothecated as collateral for a loan or as security for the
  performance of any obligation or for any other purpose as the Committee
  shall determine. The Committee shall determine in its sole discretion
  whether restricted stock granted in the form of share units shall be paid
  in cash, Common Stock, or a combination of cash and Common Stock.

6. Award Agreements.

   Each Award under the Plan shall be evidenced by an agreement setting forth
the terms and conditions, as determined by the Committee, which shall apply to
such Award (including the effect upon such Award of a Participant's termination
of employment), in addition to the terms and conditions specified in the Plan.
In the sole discretion of the Committee, a Participant may be permitted to
defer, on such terms and conditions as the Committee shall specify, the receipt
of cash or Common Stock otherwise deliverable under any Award.

7. Withholding.

   The Company shall have the right to deduct from any payment to be made
pursuant to the Plan the amount of any taxes required by law to be withheld
therefrom, or to require a Participant to pay to the Company such amount
required to be withheld prior to the issuance or delivery of any shares of
Common Stock or the payment of cash under the Plan. The Committee may, in its
discretion, permit a Participant to elect to satisfy such withholding
obligation by having the Company retain the number of shares of Common Stock
whose Fair Market Value equals the amount required to be withheld. Any fraction
of a share of Common Stock required to satisfy such obligation shall be
disregarded and the amount due shall instead be paid in cash to the
Participant.

8. Nontransferability; Forfeiture.

   No Award shall be assignable or transferable, and no right or interest of
any Participant shall be subject to any lien, obligation or liability of the
Participant, except by will or the laws of descent and distribution.
Notwithstanding the immediately preceding sentence, the Committee may, subject
to the terms and conditions it may specify, permit a Participant to transfer
any stock options (other than incentive stock options) granted to him pursuant
to the Plan to one or more of his immediate family members or to trusts
established in whole or in part for the benefit of the Participant and/or one
or more of such immediately family members. During the lifetime of the
Participant, stock options shall be exercisable only by the Participant or by
the immediate family member or trust to whom such stock options have been
transferred in accordance with this Section 8. For purposes of this Plan, (a)
"immediate family" shall mean the Participant's spouse and issue (including
adopted and stepchildren) and (b) "immediate family members and trusts
established in whole or in part for the benefit of the Participant and/or one
or more of such immediate family members" shall be further limited, if
necessary, so that neither the transfer of a stock option to such immediate
family member or trust, nor the ability of a Participant to make such a
transfer shall have adverse consequences to the Company or the Participant by
reason of Section 162(m) of the Code. In addition, notwithstanding anything in
the Plan to the contrary, the Committee may provide in any Award agreement that
such Award may be forfeited for Cause. Furthermore, no share of Common Stock
acquired pursuant to an exercise of a stock option hereunder shall be
transferable or assignable except as provided under Section 14; provided,
however, that upon the consummation of an initial public offering of the Common
Stock, such restriction on the transferability or assignability of the Common
Stock acquired upon exercise of a stock option hereunder shall lapse and be
without further effect.

9. Adjustment of and Changes in Stock.

   In the event of any change in the outstanding shares of Common Stock by
reason of any stock dividend or split, recapitalization, merger, consolidation,
spinoff, combination or exchange of shares or other corporate change, or any
distributions to common shareholders other than regular cash dividends, the
Committee may make such

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substitution or adjustment, if any, as it deems to be equitable, as to the
number or kind of shares of Common Stock or other securities issued or reserved
for issuance pursuant to the Plan and to outstanding Awards.

10. Change of Control.

   (a) In the event of a Change of Control, (1) all SARs which have not been
granted in tandem with stock options shall become exercisable in full, (2) the
restrictions applicable to all shares of restricted stock shall lapse and such
shares shall be deemed fully vested and all restricted stock granted in the
form of share units shall be paid in cash, (3) all performance shares shall be
deemed to be earned at target level, (4) all performance shares granted in the
form of share units shall be paid in cash and (5) all stock options shall be
fully vested and exercisable in full. For purposes of the Plan, "Change in
Control" means the occurrence of any one of the following events:

     (A) individuals who, on June 1, 1998, are members of the Board (the
  "Incumbent Directors") cease for any reason following June 1, 1998, to
  constitute at least a majority of the Board; provided, that any new
  director who is approved by a vote of at least a majority of the Incumbent
  Directors shall be treated as an Incumbent Director;

     (B) the stockholders of the Company approve a merger, consolidation,
  statutory share exchange or similar form of corporate transaction in which
  the Company is not the surviving corporation or entity; provided, however,
  that such approval shall not be a Change in Control if immediately
  following such transaction, SOFTBANK Corporation, directly or indirectly,
  would be the beneficial owner of more than 25% of the securities entitled
  to vote for the election of the board of directors of the surviving
  corporation or entity; or

     (C) the stockholders of the Company approve a plan of complete
  liquidation or dissolution of the Company or a sale of all or substantially
  all of the Company's assets.

   (b) The Committee, in its sole discretion, may further provide that in the
event of a Change of Control, each Participant shall receive in cancellation of
such Participant's outstanding and unexercised stock options and SARs, a cash
payment in an amount equal to the difference between the option price of such
stock options or, in the case of SARs, the Fair Market Value of a share of
Common Stock on the date of grant and (1) in the event the Change of Control is
the result of a tender offer or exchange offer for the Common Stock, the final
offer price per share paid for the Common Stock, or such lower price as the
Committee may determine with respect to any incentive stock option to preserve
its incentive stock option status, multiplied by the number of shares of Common
Stock covered by such stock options, or (2) in the event the Change of Control
is the result of any other occurrence, the aggregate value of the Common Stock
covered by such stock options, as determined by the Committee at such time;
provided, that such cash payment election shall not be available in the event
such cancellation and payment would prevent the Company from using the pooling-
of-interests method of accounting with respect to the transaction giving rise
to the Change of Control.

   (c) In the event that the Committee shall determine, in its sole discretion,
that any payment, acceleration of vesting or lapse of restrictions with respect
to an Award would subject a Participant to an excise tax under Section 4999 of
the Code, such payment shall be reduced (but not below zero) or such
acceleration of vesting or lapse of restrictions shall not occur (a "Cutback")
to the extent necessary to avoid imposition of such excise tax, but only if by
reason of such Cutback the resulting Net After-Tax Benefit (as defined below)
exceeds the Net After-Tax Benefit (determined without giving effect to this
sentence); provided, however, that no Cutback shall occur in respect of any
Participant if (1) any contract or agreement between such Participant and the
Company or any of its affiliates provides otherwise, or (2) such Cutback would
prevent the use of the pooling-of-interests method of accounting in respect of
the transaction giving rise to the Change of Control. For purposes of the Plan,
"Net After-Tax Benefit" means the sum of (x) the total amount payable to the
Participant hereunder, plus (y) all other benefits and payments which are
payable to or for the benefit of such Participant that constitute "parachute
payments" within the meaning of Code Section 280G, less (z) the amount

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of federal, state and local income taxes and other taxes (including any excise
tax imposed under Code Section 4999) payable with respect to the foregoing
amounts, calculated assuming the Participant was subject to the maximum income
tax rates for each year in which such foregoing amounts are paid. The Committee
may, in its discretion, include such further provisions and limitations in any
agreement documenting such Awards as it may deem equitable and in the best
interests of the Company.

11. No Right to Employment.

   No person shall have any claim or right to be granted an Award, and the
grant of an Award shall not be construed as giving a Participant the right to
be retained in the employ of the Company or its subsidiaries. Further, the
Company and its subsidiaries expressly reserve the right at any time to dismiss
a Participant free from any liability, or any claim under the Plan, except as
provided herein or in any Award agreement entered into hereunder.

12. Governmental Compliance.

   Each Award under the Plan shall be subject to the requirement that if at any
time the Committee shall determine that the listing, registration or
qualification of any shares issuable or deliverable thereunder upon any
securities exchange or under any Federal or state law, or the consent or
approval of any governmental regulatory body, is necessary or desirable as a
condition thereof, or in connection therewith, no such grant or award may be
exercised or shares issued or delivered unless such listing, registration,
qualification, consent or approval shall have been effected or obtained free of
any conditions not acceptable to the Committee.

13. Amendment and Termination.

   The Board may amend, suspend or terminate the Plan or any portion thereof at
any time, provided that (a) no amendment shall be made without stockholder
approval (including an amendment to increase the number of shares reserved for
issuance under the Plan) if such approval is necessary in order for the Plan to
comply with any applicable law, regulations or stock exchange rule, and (b)
except as provided in Section 10, no amendment shall be made that would
adversely affect the rights of a Participant under any Award previously
granted, without such Participant's written consent.

14. Sale to Company.

     (a) Except as provided in Section 14(c), and subject to the provisions
  of the Plan, an optionee that acquires shares of Common Stock pursuant to
  the exercise of a stock option hereunder shall be permitted to put to the
  Company such shares of Common Stock at Fair Market Value as of the date of
  sale, in accordance with regulations and procedures established by the
  Committee for such purpose; provided, however, that no such shares of
  Common Stock shall be permitted to be put to the Company unless such shares
  of Common Stock have been held by the optionee for at least six months as
  of the date of sale.

     (b) Except as provided in Section 14(c), in the event of an optionee's
  termination of employment for any reason whatsoever, the Company shall have
  the right to call shares of Common Stock acquired by such optionee pursuant
  to the exercise of a stock option hereunder at Fair Market Value as of the
  date of sale. The Company may exercise its right to call with respect to
  all or any portion of the shares of Common Stock subject to such call, and
  if the Company calls only a portion of such shares, the remaining shares
  shall continue to be subject to the Company's right to call.

     (c) Notwithstanding the provisions of Sections 14(a) and 14(b), in the
  event of an initial public offering of the Common Stock, the put rights of
  an optionee under Section 14(a), and the call rights of the Company under
  Section 14(b), shall terminate immediately and be without further force or
  effect.

15. Effective Date; Approval of Stockholders.

   The Plan shall be effective as of February 13, 1998 (the "Effective Date").
Subject to earlier termination pursuant to Section 13, the Plan shall have a
term of 10 years from its Effective Date. The Plan is conditioned upon the
approval of the stockholders of the Company prior to the initial public
offering of shares of Common Stock of the Company, and failure to receive such
approval shall render the Plan and all outstanding Awards issued thereunder
void and of no effect.

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