EX-10.6



 





Exhibit 10.6




SPECIAL BONUS AGREEMENT

(Ziff Davis Media Inc.)




          THIS SPECIAL BONUS AGREEMENT (this “Agreement”) is made as of April 1, 2005 (the “Effective
Date”), by and between Ziff Davis Media Inc., a Delaware corporation (the “Company”), and the
individual named on the signature line below (“Employee”).



          NOW, THEREFORE, the parties hereto agree as follows:



          1. Bonus Amount. On or before the Company’s first regular payroll date after the
Effective Date (the “Payment Date”), the Company shall pay to Employee a one-time bonus of
$[___] in cash (the “Bonus Amount”). Employee agrees that the Bonus Amount is stated in
gross amounts and shall be subject to all applicable withholding taxes, other normal payroll
deductions and any other amounts required by law to be withheld.



          2. Repayment Amount.



          (a) In the event that on or prior to December 31, 2005, Employee’s employment with the Company
or any of its Subsidiaries is terminated for any reason (including, without limitation, Employee’s
death, Employee’s disability, Employee’s resignation for any reason, Employee’s retirement, or
Employee’s termination by the Company, with or without Cause (as defined below)), Employee shall
pay to the Company, within three (3) business days after the Termination Date (as defined below),
the Return Amount (as defined below), by wire transfer of immediately available funds to an account
designated by the Company; provided that, notwithstanding anything in this Agreement to the
contrary, in the event that Employee’s employment is terminated with Cause, the Return Amount shall
be equal to the Bonus Amount. The Return Amount shall be repaid by Employee without reduction,
offset, discount or other mitigation (including without limitation reduction of withholding taxes).



          (b) As used herein, (i) “Return Amount” means the product obtained by multiplying (A) the
Applicable Percentage (as defined herein) by (B) the Bonus Amount; (ii) “Applicable Percentage”
means the percentage determined by dividing (A) the number of days from and including Employee’s
Termination Date through and including December 31, 2005 by (B) two hundred and seventy-five (275);
and (iii) “Termination Date” means the date that the Employee’s employment with the Company or any
of its Subsidiaries is terminated for any reason.



          3. Miscellaneous Provisions. The terms and conditions attached hereto as Appendix A
are incorporated by reference as if fully set forth herein.



          IN WITNESS WHEREOF, the undersigned hereby agree to the foregoing provisions of this Agreement
effective as of the date first written above



	 	 	 	 	 
	 	 	ZIFF DAVIS MEDIA INC.
	 
	 	 	 	 
	 

	 	By:
	 	 
	 

	 	 	 	 
	[Name]

	 	 	 	Bart W. Catalane, President







 









 








APPENDIX A




     A. Rights of Participants. Nothing in this Agreement shall confer upon Employee
any right to remain in the employ of the Company or any of its Subsidiaries, to receive any
information regarding the Company or any of its Subsidiaries or to participate in any employee
benefit program of the Company or any of its Subsidiaries.



     B. Offset. Employee agrees that, in the event that Employee does not repay all or any
portion of the Return Amount as and when required by Section 2 hereof, the Company or any of its
Subsidiaries may reduce any payment otherwise required to be made to Employee by the Company or any
of its Subsidiaries by the unpaid portion of the Return Amount.



     C. Complete Agreement. This Agreement embodies the complete agreement and
understanding among the parties related to the subject matter hereof and supersedes and preempts
any prior understandings, agreements or representations by or among the parties, written or oral,
which may have related to the subject matter hereof in any way; provided, however, that this
Agreement shall not supersede, preempt or modify in any respect any agreement the parties may
previously have made or may hereafter make to arbitrate disputes.



     D. Amendment and Waiver. The provisions of this Agreement may be amended and waived
only by means of a written instrument signed by each of the Company (by either its Chief Executive
Officer or President) and Employee. No failure to exercise and no delay in exercising any right,
remedy, or power under the Agreement shall operate as a waiver thereof, nor shall any single or
partial exercise of any right, remedy, or power under the Agreement preclude any other or further
exercise thereof, or the exercise of any other right, remedy, or power provided herein or by law or
in equity. All rights and remedies, whether conferred by the Agreement, by any other instrument or
by law, shall be cumulative, and may be exercised singularly or concurrently



     E. Successors and Assigns. Except as otherwise expressly provided herein, all
covenants and agreements contained in this Agreement by or on behalf of any of the parties hereto
shall bind and inure to the benefit of the respective successors and permitted assigns of the
parties hereto whether so expressed or not.



     F. Severability. Whenever possible, each provision of this Agreement shall be
interpreted in such manner as to be effective and valid under applicable law, but if any provision
of this Agreement is held to be prohibited by or invalid under applicable law, such provision shall
be ineffective only to the extent of such prohibition or invalidity, without invalidating the
remainder of this Agreement.



     G. Governing Law. All issues concerning this Agreement shall be governed by and
construed in accordance with the laws of the State of New York without giving effect to any choice
of law or conflict of law provision or rule (whether of the State of New York or any other
jurisdiction) that would cause the application of the law of any jurisdiction other than the State
of New York.



     H. Attorneys’ Fees. In the event of any arbitration or litigation between the parties
arising under or related to this Agreement (a “Covered Dispute”), the substantially prevailing
party in the Covered Dispute (the “Prevailing Party”) shall be entitled to receive from the other
party the Prevailing Party’s reasonable attorneys’ fees and costs, including, without limitation,
the cost at the hourly charges routinely charged therefor by the persons providing the services,
reasonable fees and/or allocated costs of staff (in-house) counsel, and fees and expenses of
experts retained by counsel in connection with such arbitration or litigation and with any and all
appeals or petitions therefrom, in addition to any other relief to which the Prevailing Party may
be entitled. A party to a Covered Dispute shall be the Prevailing Party



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in such Covered Dispute if the claims against such party are dismissed at any stage in the
arbitration or litigation.



     I. Notices. All notices, demands or other communications to be given or delivered
under or by reason of the provisions of this Agreement shall be in writing and shall be deemed to
have been given when delivered personally or mailed by certified or registered mail, return receipt
requested and postage prepaid, to the recipient. Such notices, demands and other communications
shall be sent to Employee at the address maintained for Employee in Employee’s personnel file and
to the Company at Ziff Davis Media Inc., 28 East 28th Street, New York, NY 10016, Attention: Chief
Executive Officer, with a copy to the attention of the Company’s General Counsel at the same
address. Either party may specify a different address to the attention of a different person by
prior written notice to the other party in accordance with this Section I.



     J. Interpretation. The section headings used herein are for convenience only and do
not define, limit or construe the content of such sections. The parties acknowledge that they are
entering into this Agreement after consulting with counsel and based upon equal bargaining power
and in the absence of duress. The terms of this Agreement shall not be interpreted in favor of or
against any party on account of the draftsperson, but shall be interpreted solely for the purpose
of fairly effectuating the intent of the parties hereto.



     K. Rights of Third Parties. Nothing in this Agreement, express or implied, is
intended to confer upon any party other than the parties hereto or their respective permitted
successors and assigns any rights, remedies, obligations, or liabilities under or by reason of this
Agreement, except as expressly provided in this Agreement.



     L. Counterparts; Signatures Received via Facsimile. This Agreement may be executed in
separate counterparts, each of which is deemed to be an original and all of which taken together
constitute one and the same agreement. Signatures received via facsimile shall be deemed originals
for all purposes.



     M. Definitions. For the purposes of this Agreement, the following terms shall have
the meanings set forth below:



     (i) “Subsidiary” means a corporation or other entity of which outstanding shares or ownership
interests representing fifty percent (50%) or more of the combined voting power of such corporation
or other entity are owned directly or indirectly by the Company.



     (ii) “Cause” shall have the meaning ascribed to such term in any written employment agreement
between the Company and/or its Subsidiaries and Employee or, in the absence of any such written
employment agreement, shall mean (i) the commission of a felony or a crime involving moral
turpitude or the commission of any other act or omission involving dishonesty or fraud with respect
to the Company, any of its Subsidiaries or any of their readers, advertisers, subscribers,
customers or suppliers, or breach of the duty of loyalty to the Company and/or its Subsidiaries
(ii) intentional or willful conduct which conduct brings the Company or any of its Subsidiaries
into public disgrace or disrepute in any material respect, (iii) substantial or repeated failure to
perform (other than due to disability) Employee’s duties in respect of the Company or any of its
Subsidiaries as reasonably directed by Employee’s immediate supervisor or the Chief Executive
Officer of the Company which is not cured within ten (10) calendar days after written notice
thereof to Participant or which is incapable of cure, (iv) gross negligence or willful misconduct
with respect to the Company or any of its Subsidiaries, or (v) any breach of any written agreement
between Employee, on the one hand, and the Company and/or one or more of its Subsidiaries, on the
other hand, which is not cured within ten (10) calendar days after notice thereof to Employee or
which is incapable of cure.




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