EXHIBIT 10.1



 






Exhibit 10.1




Execution Copy




AMENDED AND RESTATED EXECUTIVE AGREEMENT




          THIS AMENDED AND RESTATED EXECUTIVE AGREEMENT (this “Agreement”) is made as of March
23, 2005 (the “Effective Date”), by and among Ziff Davis Holdings Inc., a Delaware
corporation (the “Company”), Ziff Davis Publishing Inc., a Delaware corporation and a
wholly owned indirect subsidiary of the Company (“Publishing”), and Robert F. Callahan
(“Executive”). The Company, Publishing and Executive are sometimes collectively referred
to herein as “Parties” and individually as “Party”. Certain definitions are set
forth in Section 12 of this Agreement.



          Executive desires to be employed by Publishing, and Publishing desires to employ Executive and
to be assured of its right to have the benefit of Executive’s services on the terms and conditions
hereinafter set forth.



          The Parties desire to enter into this Agreement to (i) set forth the terms and conditions of
Executive’s employment with Publishing; and (ii) set forth the obligation of Executive to refrain
from competing with the Company and its Affiliates under certain circumstances as provided herein.



          To accomplish the foregoing, the parties desire to, except as set forth in Section
14(c) of this Agreement, amend and restate that certain Amended and Restated Executive
Agreement among the Parties dated April 30, 2002 (the “Prior Agreement”) in its entirety
effective as of the Effective Date.



          NOW, THEREFORE, the Parties hereto agree as follows:



     1. Representations and Warranties by the Company. In connection with the execution
and delivery of this Agreement, the Company represents and warrants to Executive as of the date
hereof that the execution, delivery and performance of this Agreement have been duly and validly
authorized by the Company’s board of directors. This Agreement constitutes a valid and binding
obligation of the Company, enforceable in accordance with its terms.



     2. Representations and Warranties by Executive. In connection with the execution and
delivery of this Agreement, Executive represents and warrants to the Company that:



     (a) This Agreement constitutes the legal, valid and binding obligation of Executive,
enforceable in accordance with its terms, and the execution, delivery and performance of this
Agreement by Executive does not and shall not conflict with, violate or cause a breach of any
agreement, contract or instrument to which Executive is a party or any judgment, order or decree to
which Executive is subject, including without limitation the confidentiality agreement referred to
in clause (b) following.



     (b) Executive is not a party to or bound by any employment agreement, noncompete agreement or
confidentiality agreement with any person or entity other than the Company or Publishing, except
that Executive is party to a confidentiality agreement with ABC, Inc., the



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performance of which by Executive shall not conflict with, violate or cause a breach of this
Agreement or any obligation or duty of Executive to any of the Company and its Affiliates.



     (c) Executive has consulted with independent legal counsel regarding his rights and
obligations under this Agreement and that he fully understands the terms and conditions contained
herein.



     3. Further Acknowledgment. Executive acknowledges and agrees that no provision
contained herein or in any other agreement or document or any issuance of options or other benefits
to Executive (either prior to the date hereof or after the date hereof) shall entitle Executive to
remain in the employment of Publishing or any of its Affiliates.



     4. Employment. Publishing shall employ Executive, and Executive hereby agrees to
continue employment with Publishing, upon the terms and conditions set forth in this Agreement for
the period beginning on the Effective Date and ending as provided in Section 7 hereof (the
“Employment Period”).



     5. Position and Duties.



     (a) During the Employment Period, Executive shall serve as the Chairman and Chief Executive
Officer of Publishing and shall have the normal duties, responsibilities and authority implied by
such positions. Executive shall hold similar positions with the Company and Ziff Davis Media Inc.
(“Media”) as well as any entity controlled by the Company which the Board determines to be
a key affiliate, and Executive shall have the right to serve in the same position with respect to
all other Affiliates controlled by the Company except to the extent (i) Executive votes as a
director or otherwise approves the election of another person to any such position, or (ii)
applicable law precludes Executive from holding such position in a foreign entity, provided that
Executive shall not be entitled to any additional compensation for serving in such positions. So
long as Executive remains employed in each of such positions with Publishing, the Company, Media
and each of such key Affiliates, Executive shall be deemed to be “Employed by the Company”
for purposes hereof, and if Executive ceases for any reason to be employed in any of such positions
with any of such entities, Executive will be deemed to be no longer “Employed by the
Company”, and his “Company Employment” shall be deemed to have ceased or terminated.
For the avoidance of doubt, Executive will be deemed to have resigned from “Company
Employment” if Executive resigns from any of such positions with Publishing, the Company, Media
or any of such key Affiliates.



     (b) Executive shall report directly to the Board of the Company and shall devote his best
efforts and substantially all of his business time and attention (except for vacation periods
contemplated hereby, periods of illness or other incapacity, reasonable time spent with respect to
civic and charitable activities, service on the boards of directors of other companies as approved
by the Board of the Company and time devoted to matters for WS or portfolio companies thereof,
provided that none of such activities shall interfere with Executive’s duties to Publishing, and
other permitted absences, if any, for which senior executive employees of Publishing are generally
eligible from time to time under Publishing’s policies) to the business and affairs of Publishing
and its Affiliates. Executive shall perform Executive’s duties and responsibilities to the best of
Executive’s abilities in a diligent, trustworthy, businesslike and efficient manner.



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     6. Base Salary; Benefits and Bonuses.



     (a) During the Employment Period, Executive’s base salary shall be $1,000,000 per annum,
subject to an annual cost of living increase at the beginning of each calendar year beginning
January 1, 2005 at a rate equal to the increase in the Consumer Price Index — All Urban Consumers
for the New York area during the prior year (but subject to a minimum annual increase of 2%), or
such higher rate as the Board of the Company may designate from time to time (the “Base
Salary”), which salary shall be payable by Publishing in regular installments in accordance
with Publishing’s general payroll practices and shall be subject to customary withholding.



     (b) In addition to the Base Salary, during the Employment Period Executive shall be eligible
to receive an annual bonus (the “Bonus”) as follows: (i) with regard to each of calendar
years 2005, 2006 and 2007, Executive shall have the opportunity to earn an annual target Bonus of
up to $1,000,000, so long as Executive remains Employed by the Company through December 31 of the
applicable calendar year and based upon the achievement of performance targets for the applicable
calendar year agreed upon by Executive and the Board of the Company, which targets will include
both quantitative and qualitative objectives; and (ii) Executive shall be entitled to an additional
Bonus of $1,000,000 so long as Executive remains Employed by the Company through December 31, 2007
and the Company generates consolidated EBITDA for the twelve month period ended December 31, 2007
of at least $100,000,000. Any such Bonus, if determined by the Board of the Company in good faith
to be payable, shall be payable within 90 days following the end of each calendar year during the
Employment Period, consistent with Publishing’s policies.



     (c) During the Employment Period, (i) Executive shall be entitled to participate in all of
Publishing’s employee benefit plans and programs for which senior executive employees of Publishing
are generally eligible, which shall include, but shall not be limited to, health insurance, dental
insurance, life insurance, short-term and long-term disability insurance and participation in
Publishing’s 401(k) plan, (ii) Executive shall be eligible for four (4) weeks of paid vacation in
accordance with the policies of Publishing, and (iii) Publishing shall reimburse Executive for the
reasonable, current portion of premiums paid by Executive for up to $2 million of term life
insurance for Executive. Executive’s right to participate in any employee benefit plans or
programs of Publishing shall be subject to Publishing’s right to amend, modify or terminate any
such plan or program in accordance with its terms and applicable law and subject in each case to
any applicable waiting periods or other restrictions contained in such benefit plans or programs.
The short-term disability insurance coverage referred to in clause (i) foregoing will be effective
at commencement of employment, and the family medical insurance coverage referred to in clause (i)
foregoing provided in respect of a mentally or physically incapacitated child will not by its terms
end on account of the aging of the child (subject to the conditions described in the letter dated
September 21, 2001 from UnitedHealthcare to the Benefits Director, Ziff Davis Media, a copy of
which has been previously given to Executive). In addition, Publishing will use its reasonable
best efforts to obtain for Executive during the Employment Period long-term disability coverage of
$40,000 per month, provided that Executive will pay all premium for such coverage to the extent in
excess of the amount of premium otherwise payable by Publishing for long-term disability coverage
pursuant to clause (i) foregoing.



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     (d) Publishing shall reimburse Executive for all reasonable business expenses incurred by
Executive in the course of performing Executive’s duties under this Agreement which are consistent
with Publishing’s policies in effect from time to time for senior executive employees of Publishing
with respect to travel, entertainment and other business expenses, subject to Publishing’s
requirements with respect to reporting and documentation of such expenses. In addition, Publishing
will provide Executive an annual allowance of $100,000, paid in monthly installments, to be used in
Executive’s discretion on a nonaccountable basis for reimbursement of expenses incurred by
Executive such as the cost of an automobile, driver, club dues and other such costs on an as-needed
basis, other than expenses eligible for reimbursement under Publishing’s existing policies. Unless
otherwise approved by the Board of the Company, all payments under this allowance will be treated
as compensation for purposes of applicable tax laws and consequently will be subject to
withholding. Publishing will pay the reasonable fees of legal counsel incurred by Executive in
connection with the negotiation of this Agreement and the documents referred to herein.



     7. Term; Termination; Severance.



     (a) The Employment Period commenced as of the Effective Date and shall terminate on December
31, 2007; provided that (i) the Employment Period shall terminate prior to such date upon
Executive’s death or Incapacity; (ii) the Employment Period may be terminated by Publishing at any
time prior to such date with Cause or without Cause; and (iii) the Employment Period may be
terminated by Executive at any time for Good Reason or other than for Good Reason.



     (b) Upon any Termination, Executive shall be entitled to receive Executive’s Base Salary
earned through the Termination Date, prorated on a daily basis together with all accrued but unpaid
vacation time earned by Executive during the calendar year in which such Termination occurs and any
Bonus in respect of a prior, completed calendar year which is then due and owing and has not been
paid. Except as set forth in Section 7(d), Executive shall not be entitled to receive
Executive’s Base Salary or any bonuses or other benefits from Publishing for any period after the
Termination Date.



     (c) In the event Executive’s employment is terminated by Publishing with Cause, upon a
resignation by Executive from Company Employment other than for Good Reason, or upon Executive’s
death or Incapacity, or upon any Termination on or after December 31, 2007, Publishing shall have
no obligation to make any severance or other similar payment to or on behalf of Executive.



     (d) In the event that Executive’s employment is terminated by Publishing without Cause or upon
a resignation by Executive from Company Employment for Good Reason (in either case prior to
December 31, 2007), following such Termination and upon execution and delivery by Executive within
30 days after the Termination Date of a general release in favor of the Company and its Affiliates,
in form and substance satisfactory to Publishing, Publishing shall pay Executive his annual Base
Salary (as in effect on the Termination Date) and provide Executive health insurance benefits
through the Severance Termination Date, and pay to Executive, in the manner described in this
paragraph, a bonus payment calculated in accordance with the next two following sentences (the
“Termination Bonus Amount”). Such bonus payment



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would be 50% of the amount of bonus, if any, paid by Publishing to Executive as required by
this Agreement in respect of the immediately prior calendar year or paid pursuant to the Prior
Agreement in respect of the immediately prior calendar year. In addition, if Executive’s
employment by Publishing is terminated during calendar year 2007 by Publishing without Cause, by
Executive with Good Reason or on account of Executive’s death or Incapacity during such calendar
year, and the Company generates consolidated EBITDA for the twelve month period ended December 31,
2007 of at least $100,000,000, the Termination Bonus Amount shall also include a $1,000,000
payment, which payment shall be deemed in lieu of the amount to which Executive would have been
entitled pursuant to Section 6(b)(ii) above had he remained Employed by the Company through
December 31, 2007. Each severance payment hereunder shall be payable in accordance with
Publishing’s normal payroll procedures and cycles and shall be subject to withholding of applicable
taxes and governmental charges in accordance with federal and state law. Such severance payments
shall not be subject to reduction for any income earned by Executive from other sources after
Termination (and, consequently, Executive shall have no duty to mitigate Publishing’s severance
obligations). For purposes hereof, “Severance Termination Date” means the earlier of the
date which is one year and six months after the Termination Date or, so long as a Sale of the
Company has not occurred prior to the Termination Date, December 31, 2007; provided that in no
event will the Severance Termination Date be earlier than the first anniversary of the Termination
Date. The Termination Bonus Amount shall be payable in equal monthly increments over the period
from the date of determination thereof through the Severance Termination Date, and shall be paid
contemporaneously with payment of Base Salary during such period. After payment of the severance
amounts described in this Section 7(d), Publishing shall have no obligation to make any
further severance or other payment or provide any other benefit to or on behalf of Executive.
Notwithstanding the foregoing, in the event that Executive shall breach any of Executive’s
obligations under any of Sections 8, 9 and 10 of this Agreement (except any
breach which Executive carries the burden of proving is solely of a technical nature, is immaterial
and was inadvertent), then, in addition to any other rights that Publishing or the Company may have
under this Agreement or otherwise, Publishing shall be relieved from and shall have no further
obligation to pay Executive any amounts to which Executive would otherwise be entitled pursuant to
this Section 7.



     8. Confidential Information. Executive acknowledges that by reason of Executive’s
duties to and association with Publishing and its Affiliates, Executive has had access to and will
have access to and will become informed of Confidential Information (as defined in Section
12 below) which is a competitive asset of Publishing and/or its Affiliates. Executive agrees
to keep in strict confidence and not, directly or indirectly, make known, disclose, furnish, make
available or use, any Confidential Information, except for use in Executive’s regular authorized
duties on behalf of Publishing and its Affiliates. Executive acknowledges that all documents and
other property including or reflecting Confidential Information furnished to Executive by
Publishing or any of its Affiliates or otherwise acquired or developed by Publishing or any of its
Affiliates or Executive or known by Executive shall at all times be the property of Publishing and
its Affiliates. Executive shall take all necessary and appropriate steps to safeguard Confidential
Information and protect it against disclosure, misappropriation, misuse, loss and theft. Executive
shall deliver to Publishing at the termination of the Employment Period, or at any other time
Publishing may request, all memoranda, notes, plans, records, reports, computer tapes, printouts
and software and other documents and data (and copies thereof) relating to the Confidential



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Information, Work Product (as defined in Section 12 below) or the business of
Publishing or any of its Affiliates which Executive may then possess or have under Executive’s
control.



     9. Inventions and Patents.



     (a) Executive acknowledges that all Work Product is the exclusive property of Publishing.
Executive hereby assigns all right, title and interest in and to all Work Product to Publishing.
Any copyrightable works that fall within the Work Product will be deemed “works made for hire”
under Section 201(b) of the 1976 Copyright Act, and Publishing shall own all of the rights
comprised in the copyright therein; provided, however, that to the extent such
works may not, by operation of law, constitute “works made for hire,” Executive hereby assigns to
Publishing all right, title and interest therein.



     (b) Executive shall promptly and fully disclose all Work Product to Publishing and shall
cooperate and perform all actions reasonably requested by Publishing (whether during or after the
Employment Period) to establish, confirm and protect Publishing’s right, title and interest in such
Work Product. Without limiting the generality of the foregoing, Executive agrees to assist
Publishing, at Publishing’s expense, to secure Publishing’s rights in the Work Product in any and
all countries, including the execution of all applications and all other instruments and documents
which Publishing shall deem necessary in order to apply for and obtain rights in such Work Product
and in order to assign and convey to Publishing the sole and exclusive right, title and interest in
and to such Work Product. If Publishing is unable because of Executive’s mental or physical
incapacity or for any other reason (including Executive’s refusal to do so after request therefor
is made by Publishing) to secure Executive’s signature to apply for or to pursue any application
for any United States or foreign patents or copyright registrations covering Work Product belonging
to or assigned to Publishing pursuant to Section 9(a) above, then Executive hereby
irrevocably designates and appoints Publishing and its duly authorized officers and agents as
Executive’s agent and attorney-in-fact to act for and in Executive’s behalf and stead to execute
and file any such applications and to do all other lawfully permitted acts to further the
prosecution and issuance of patents or copyright registrations thereon with the same legal force
and effect as if executed by Executive. Executive agrees not to apply for or pursue any application
for any United States or foreign patents or copyright registrations covering any Work Product other
than pursuant to this paragraph in circumstances where such patents or copyright registrations are
or have been or are required to be assigned to Publishing.



     10. Non-Compete, Non-Solicitation.



     (a) In further consideration of the compensation to be paid to Executive hereunder and other
incentive compensation that may be granted to Executive, Executive acknowledges that in the course
of Executive’s employment with Publishing and its Affiliates, Executive has become familiar with,
and will during the Employment Period become familiar with, Publishing’s and its Affiliates’ (and
their predecessors’) trade secrets, business plans and business strategies and with other
Confidential Information concerning Publishing and its Affiliates and that Executive’s services
have been and shall be of special, unique and extraordinary value to Publishing and its Affiliates.
Therefore, Executive agrees that, during the Employment Period and for one (1) year thereafter
(such period, the “Noncompete Period”), Executive shall not directly or indirectly own any
interest in, manage, control, participate in (whether as an officer,



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director, employee, partner, agent, representative or otherwise), consult with, render
services for, or in any other manner engage in, any of the businesses (i) of International Data
Group, Inc., CMP Media, Inc. (a subsidiary of United News & Media PLC) or CNET Networks, Inc. (the
“Restricted Persons”), (ii) of any successor, assignee, partner, joint venture or
collaboration partner, subsidiary, division or Affiliate of any of the Restricted Persons, or (iii)
in which any of the Restricted Persons owns an interest or participates, which any of the
Restricted Persons manages or controls (whether as an officer, director, employee, partner, agent,
representative or otherwise), or with which any of the Restricted Persons consults or to which any
of the Restricted Persons otherwise provides management or financial support. Nothing herein shall
prohibit Executive from being an owner, indirectly through a mutual fund or other similar pooled
investment vehicle, of a passive investment in the stock of a corporation which is publicly traded,
so long as Executive has no other participation in the business of any such corporation.



     (b) During the Employment Period and for one (1) year thereafter, Executive shall not directly
or indirectly through another Person (i) induce or attempt to induce any employee of Publishing or
any Affiliate to leave the employ of Publishing or such Affiliate, or in any way interfere with the
relationship between Publishing or any Affiliate and any employee thereof, (ii) hire any person who
was an employee of Publishing or any Affiliate at any time during the one year period prior to the
termination of the Employment Period, (iii) call on, solicit or service any customer, supplier,
licensee, licensor, franchisee or other business relation of Publishing or any Affiliate in order
to induce or attempt to induce such Person to cease or reduce doing business with Publishing or
such Affiliate, or in any way interfere with the relationship between any such customer, supplier,
licensee or business relation and Publishing or any Affiliate, including, without limitation,
making any negative statements or communications about Publishing or its Affiliates, or (iv)
directly or indirectly acquire or attempt to acquire any business in the United States of America
to which Publishing or any of its Affiliates has made an acquisition proposal prior to the
Termination Date relating to the possible acquisition of such business (an “Acquisition
Target”) by Publishing or any of its Affiliates, or take any action to induce or attempt to
induce any Acquisition Target to consummate any acquisition, investment or other similar
transaction with any Person other than Publishing or any of its Affiliates.



     11. Enforcement. If, at the time of enforcement of any of Sections 8,
9 and 10 of this Agreement, a court shall hold that the duration, scope, or area
restrictions stated herein are unreasonable under circumstances then existing, the parties hereto
agree that the maximum period, scope or geographical area reasonable under such circumstances shall
be substituted for the stated period, scope or area and that the court shall be allowed and
directed to revise the restrictions contained herein to cover the maximum period, scope and area
permitted by law. Because Executive’s services are unique and because Executive has access to
Confidential Information and Work Product, the parties hereto agree that money damages would not be
an adequate remedy for any breach of this Agreement. Therefore, in the event a breach or
threatened breach of this Agreement, Publishing or its successors or assigns may, in addition to
other rights and remedies existing in their favor, apply to any court of competent jurisdiction for
specific performance and/or injunctive or other relief in order to enforce, or prevent any
violations of, the provisions hereof (without posting a bond or other security). In addition, in
the event of an alleged breach or violation by Executive of Section 10, the period set
forth in such Section shall be tolled until such breach or violation has been duly cured.
Executive agrees that



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the restrictions contained in Section 10 are reasonable and that Executive has
received consideration in exchange therefor.



     12. Definitions.



          “Affiliate” of a Person means any other person, entity or investment fund controlling,
controlled by or under common control with the Person and, in the case of a Person which is a
partnership, any partner of the Person.



          “Board” means the board of directors of the specified Person.



          “Cause” means (i) the commission by Executive of a felony or a crime involving moral
turpitude, (ii) the commission of any other act or omission by Executive constituting fraud against
the Company or any of its Subsidiaries, or the violation of the duty of loyalty to the Company
and/or its Subsidiaries under applicable law, (iii) substantial failure by Executive to act as
reasonably directed by the Board of the Company which failure, if curable, is not cured within 15
days after notice thereof to Executive, (iv) willful or reckless misconduct or, if curable, gross
negligence by Executive which is not cured within 15 days after written notice thereof to
Executive, with respect to the Company or any of its Subsidiaries, or (v) any other material breach
by Executive of this Agreement or Company policy established by the Board of the Company, which
breach, if curable, is not cured within 15 days after written notice thereof to Executive.



          “Confidential Information” means all information of a confidential or proprietary
nature (whether or not specifically labeled or identified as “confidential”), in any form or
medium, that is or was disclosed to, or developed or learned by, Executive in connection with
Executive’s relationship with the Company or any of its Affiliates prior to the date hereof or
during the Employment Period and that relates to the business, products, services, financing,
research or development of the Company or any of its Affiliates or their respective suppliers,
distributors or customers. Confidential Information includes, but is not limited to, the
following: (i) internal business information (including information relating to strategic and
staffing plans and practices, business, training, marketing, promotional and sales plans and
practices, cost, rate and pricing structures, accounting and business methods); (ii) identities
of, individual requirements of, specific contractual arrangements with, and information about, any
of the Company’s or any of its Affiliates’ suppliers, distributors and customers and their
confidential information; (iii) trade secrets, know-how, compilations of data and analyses,
techniques, systems, formulae, research, records, reports, manuals, documentation, models, data and
data bases relating thereto; (iv) inventions, innovations, improvements, developments, methods,
designs, analyses, drawings, reports and all similar or related information (whether or not
patentable); and (v) Acquisition Targets and potential acquisition candidates. Confidential
Information shall not include information that Executive can demonstrate: (a) is or becomes
publicly known through no wrongful act or breach of obligation of confidentiality; (b) was
rightfully received by Executive from a third party (other than ZD, Inc. or any of its successors
or Affiliates) without a breach of any obligation of confidentiality by such third party; (c) was
known to Executive prior to his employment with Publishing and its Affiliates, or (d) is required
to be disclosed pursuant to any applicable law or court order; provided, however,
that Executive provides Publishing with prior written notice of the requirement for disclosure that
details the



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Confidential Information to be disclosed and cooperates with Publishing to preserve the
confidentiality of such information to the extent possible.



          “EBITDA” for any year means the consolidated net income of the Company and its
Subsidiaries for such year plus, to the extent deducted in determining such net income, interest
expense, provisions for taxes, depreciation and amortization, calculated before extraordinary gains
and losses, treating as an expense all bonuses contemplated hereby (other than the bonus payable
pursuant to Section 6(b)(ii) above) or under similar arrangements (whether paid in cash or
otherwise payable) with other employees of the Company and its Subsidiaries and without reduction
for any charge in respect of any option issued to Executive pursuant to the Existing Agreement, and
calculated in accordance with generally accepted accounting principles and determined from the
Company’s audited annual financial statements for such year.



          “Effective Date” has the meaning given to such term in the preamble hereto.



          “Existing Agreement” has the meaning given to such term in Section 14(d) hereof.



          “Good Reason” means the occurrence, without Executive’s consent, of any of the
following: (a) unless corrected within 15 days after written notice by Executive to the Board of
the Company of objection thereto, the assignment to Executive of any significant duties materially
inconsistent with Executive’s status as Chairman and Chief Executive Officer of the Company (and
its controlled Affiliates other than foreign entities where prohibited by applicable law and except
to the extent Executive has voted as a director or otherwise approved the election of another
person to any such position) or a diminution of Executive’s title(s), or a substantial adverse
alteration in the nature or status of Executive’s responsibilities; (b) a reduction in Executive’s
annual Base Salary as contemplated hereby, except for across-the-board salary reductions similarly
affecting all senior executives of Publishing if approved by majority vote of the Board of the
Company including the affirmative vote of Executive in his capacity as a member of the Board of the
Company; or (c) the Board of the Company requires Executive to relocate from the New York
metropolitan area.



          “Incapacity” means the disability of Executive caused by any physical or mental
injury, illness or incapacity as a result of which Executive is unable to effectively perform the
essential functions of Executive’s duties as determined by the Board of the Company in good faith,
for a period of 90 consecutive days or a period of 120 days during any 180-day period.



          “Independent Third Party” means any Person who, immediately prior to the contemplated
transaction, does not own in excess of 5% of the Company’ Common Stock on a fully diluted basis (a
“5% Owner”), who is not controlling, controlled by or under common control with any such 5%
Owner and who is not the spouse or descendent (by birth or adoption) of any such 5% Owner or a
trust for the benefit of such 5% Owner and/or such other Persons.



          “Investor Rights Agreement” means that certain Investor Rights Agreement, dated as of
April 5, 2000, by and among the Company and the Company’s stockholders, as such agreement has been
and may be amended from time to time in accordance with its terms.



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          “Investors” has the meaning given such term in the Investor Rights Agreement.



          “Person” means an individual or a corporation, partnership, limited liability company,
trust, unincorporated organization, association or other entity.



          “Plan” means the Amended and Restated 2002 Ziff Davis Holdings Inc. Stock Option Plan.



          “Prior Agreement” has the meaning given such term in the recitals hereto.



          “Sale of the Company” means the sale of the Company to an Independent Third Party or
group of Independent Third Parties pursuant to which such party or parties acquire (i) ownership or
voting rights to capital stock of the Company possessing the voting power to elect a majority of
the Board of the Company (whether by merger, consolidation or sale or transfer of the Company’s
capital stock) or (ii) all or substantially all of the assets of the Company determined on a
consolidated basis.



          “Subsidiary” means, with respect to any Person, any corporation, limited liability
company, partnership, association or business entity of which (i) if a corporation, a majority of
the total voting power of shares of stock entitled (without regard to the occurrence of any
contingency) to vote in the election of directors, managers or trustees thereof is at the time
owned or controlled, directly or indirectly, by that Person or one or more of the other
Subsidiaries of that Person or a combination thereof, or (ii) if a limited liability company,
partnership, association or other business entity (other than a corporation), a majority of
partnership or other similar ownership interest thereof is at the time owned or controlled,
directly or indirectly, by any Person or one or more Subsidiaries of that Person or a combination
thereof. For purposes hereof, a Person or Persons shall be deemed to have a majority ownership
interest in a limited liability company, partnership, association or other business entity (other
than a corporation) if such Person or Persons shall be allocated a majority of limited liability
company, partnership, association or other business entity gains or losses or shall be or control
any managing director or general partner of such limited liability company, partnership,
association or other business entity. For purposes hereof, references to a “Subsidiary” of the
Company shall be given effect only at such times that the Company has one or more Subsidiaries,
and, unless otherwise indicated, the term “Subsidiary” refers to a Subsidiary of the Company.



          “Termination” means such time as of which Executive ceases to be Employed by the
Company, for any reason, whether on account of termination by Publishing, resignation by Executive,
Executive’s death or Incapacity or otherwise.



          “Termination Date” means the date on which Termination occurs.



          “Work Product” means all inventions, innovations, improvements, developments, methods,
processes, designs, analyses, drawings, reports and all similar or related information (whether or
not patentable or reduced to practice or comprising Confidential Information) and any copyrightable
work, trade mark, trade secret or other intellectual property rights (whether or not comprising
Confidential Information) and any other form of Confidential Information, any of which relate to
Publishing’s or any of its Affiliates’ actual or anticipated business, research and



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development or existing or future products or services and which were or are conceived,
reduced to practice, contributed to, developed, made or acquired by Executive (whether alone or
jointly with others) while employed (both before and after the date hereof) by Publishing (or its
successors or assigns) and its Affiliates.



          “WS” has the meaning given such term in the Investor Rights Agreement.



          “WS Fund III” means, collectively, Willis Stein & Partners III, L.P., Willis Stein &
Partners Dutch III-A, L.P., Willis Stein & Partners Dutch III-B, L.P. and Willis Stein & Partners
III-C, L.P.



     13. Notices. Any notice provided for in this Agreement must be in writing and must be
either personally delivered, mailed by first class mail (postage prepaid and return receipt
requested) or sent by reputable overnight courier service (charges prepaid) to the recipients at
the address indicated below:



	 	 	 
	If to Executive:

	 	Robert F. Callahan

1 Apawamis Road

Rye, NY 10580
	 
	 	 
	If to the Company:

	 	Ziff Davis Holdings, Inc.

28 E. 28th Street

New York, NY 10016

Attention: Chief Executive Officer
	 
	 	 
	with a copy to:

	 	Ziff Davis Holdings, Inc.

28 E. 28th Street

New York, NY 10016

Attention: General Counsel
	 
	 	 
	and

	 	Willis, Stein & Partners Management III, L.L.C.

One North Wacker, Suite 4800

Chicago, IL 60606

Attn:     Avy H. Stein

              Daniel H. Blumenthal
	 
	 	 
	and

	 	Kirkland & Ellis LLP

200 East Randolph Drive

Chicago, IL 60601

Attn:     John A. Weissenbach

              Richard J. Campbell
	 
	 	 
	If to WS or WS Fund III:

	 	Willis, Stein & Partners Management III, L.L.C.

One North Wacker, Suite 4800

Chicago, IL 60606

Attn:     Avy H. Stein

              Daniel H. Blumenthal






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	with a copy to

	 	Kirkland & Ellis LLP

200 East Randolph Drive

Chicago, IL 60601

Attn:     John A. Weissenbach

              Richard J. Campbell





or such other address or to the attention of such other person as the recipient party shall have
specified by prior written notice to the sending party. Any notice under this Agreement shall be
deemed to have been given five days after deposit in the U.S. mail, if mailed, or otherwise when so
delivered or sent otherwise.




     14. General Provisions.



     (a) Existing Options. Certain options were granted to Executive pursuant to the
Agreement, dated June 30, 2003 (the “Existing Agreement”) and pursuant to the Plan. The
Company and Executive agree that notwithstanding any provision of the Existing Agreement or of the
Plan to the contrary, (i) Section 7(b)(i), 7(c), 7(d), 7(e) and 7(f) of the Plan and all of Section
8 of the Plan shall not be applicable to the Existing Agreement or the options granted thereunder,
(ii) the options granted under the Existing Agreement shall be exercisable only until a Sale of the
Company (and the date of such Sale of the Company shall, for all purposes of the Existing Agreement
and Plan, be the “Expiration Date” of Executive’s options), (iii) the Company agrees that all
options issued to Executive prior to the date of this Agreement have fully vested and are no longer
subject to any right of repurchase by the Company or the Investors for any reason or circumstances
whatsoever (including in the event that Executive’s employment with the Company is terminated for
Cause), and (iv) Section 2(c), Section 7 and the final sentence of Section 2(b) of the Existing
Agreement are eliminated. Furthermore, for purposes of Executive’s options, the Company and
Executive agree that (i) the second sentence of Section 5 of the Existing Agreement shall be
amended and restated as follows: “Inconsistencies between this Agreement, the Executive Agreement
and the Plan shall be resolved first in accordance with the terms of the Executive Agreement,
second in accordance with the terms of this Agreement and third in accordance with the terms of the
Plan”, (ii) the definition of “Executive Agreement” in the Existing Agreement shall be amended and
restated as follows: “‘Executive Agreement’ means that certain Amended and Restated Executive
Agreement, dated March 23, 2005, by and among Optionee, Ziff Davis Holdings Inc. and Ziff Davis
Publishing Inc.”, and (iii) the following language in the first sentence of Section 7(g) of the
Plan shall be deemed deleted: “ and has been afforded an opportunity to ask questions of
management of the Company regarding” .



     (b) 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 invalid, illegal or unenforceable in any respect under any
applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability shall
not affect any other provision or any other jurisdiction, but this Agreement shall be reformed,
construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision
had never been contained herein.



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     (c) Prior Agreement. This Agreement supersedes the Prior Agreement in all respects.
As of the Effective Date, the Prior Agreement will be deemed cancelled, null and void and of no
further effect.



     (d) Counterparts. 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.



     (e) Successors and Assigns. Except as otherwise provided herein, this Agreement shall
bind and inure to the benefit of and be enforceable by Executive, the Company, Publishing the
Investors and their respective successors and assigns; provided that the rights and
obligations of Executive under this Agreement shall not be assignable.



     (f) Governing Law. The corporate law of the State of Delaware will govern all issues
concerning the relative rights of the Company and its stockholders. All other 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.



     (g) Remedies. Each of the parties to this Agreement shall be entitled to enforce its
rights under this Agreement specifically, to recover damages and costs (including reasonable
attorney’s fees) caused by any breach of any provision of this Agreement and to exercise all other
rights existing in its favor. The parties hereto agree and acknowledge that money damages would
not be an adequate remedy for any breach of the provisions of this Agreement and that any party may
in its sole discretion apply to any court of law or equity of competent jurisdiction (without
posting any bond or deposit) for specific performance and/or other injunctive relief in order to
enforce or prevent any violations of the provisions of this Agreement.



     (h) Survival. The provisions set forth in Sections 8 through 14 shall
survive and continue in full force and effect in accordance with their terms notwithstanding any
termination of the Employment Period.



     (i) Amendment and Waiver. The provisions of this Agreement may be amended and waived
only with the prior written consent of the Company, Publishing, Executive and WS Fund III.



     (j) Third-Party Beneficiaries. The parties hereto acknowledge and agree that the
Investors are third party beneficiaries of this Agreement. This Agreement will inure to the
benefit of and be enforceable by the Investors and their respective successors and assigns, subject
to amendment or waiver as provided in subparagraph (i) foregoing.



* * * *




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          IN WITNESS WHEREOF, the parties hereto have executed this Executive Agreement on the date
first written above.



	 	 	 	 	 
	 	 	ZIFF DAVIS HOLDINGS, INC.
	 
	 	 	 	 
	

	 	By:
	 	 
	

	 	 	 	 
	

	 	Its:
	 	 
	

	 	 	 	 
	 
	 	 	 	 
	 
	 	 	 	 
	 	 	ZIFF DAVIS PUBLISHING, INC.
	 
	 	 	 	 
	

	 	By:
	 	 
	

	 	 	 	 
	

	 	Its:
	 	 
	

	 	 	 	 
	 
	 	 	 	 
	 
	 	 	 	 
	 	 	EXECUTIVE:
	 
	 	 	 	 
	

	 	 	 	 
	 	 	 
	 	 	Robert F. Callahan






 









 






Consent to Amendment and Restatement of Prior Agreement



WS Fund III hereby consents to the amendment and restatement of that Executive Agreement by and
between Ziff Davis Holdings Inc., Ziff Davis Publishing Inc. and Robert F. Callahan dated April 30,
2002, as such agreement was amended prior to the date hereof. This signature is solely for the
purpose of consenting to such amendment and restatement (including the waiver of repurchase rights
reflected in Section 14(c) of such amendment and restatement) and shall not have any other
significance or effect.




	 	 	 	 	 
	 	 	WILLIS STEIN & PARTNERS III, L.P.
	 	 	WILLIS STEIN & PARTNERS DUTCH III-A, L.P.
	 	 	WILLIS STEIN & PARTNERS DUTCH III-B, L.P.
	 	 	WILLIS STEIN & PARTNERS III-C, L.P.
	 
	 	 	 	 
	

	 	By:
	 	Willis Stein & Partners Management III, L.P.
	

	 	Its:
	 	General Partner
	 
	 	 	 	 
	

	 	By:
	 	Willis Stein & Partners Management III, L.L.C.
	

	 	Its:
	 	General Partner
	 
	 	 	 	 
	

	 	By:
	 	 
	

	 	 	 	 
	

	 	Its:
	 	Member