0000950123-06-010443 Sample Contracts

ZIFF DAVIS HOLDINGS INC. 28 East 28th Street New York, New York 10016 June 16, 2006
Ziff Davis Holdings Inc • August 11th, 2006 • Periodicals: publishing or publishing & printing • New York

This is to inform you that you have been granted a Percentage Interest of ___percent (___%) of the Bonus Amount in the Sale of a Division of the following Division of the Company: . Your Percentage Interest is subject to amendment in accordance with the Plan. Except as provided in the foregoing sentences of this paragraph or any other Grant Agreement to which you are party with the Company, you have no Percentage Interest in any Bonus Amount in respect of any Sale of a Division.

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AMENDMENT NO. 1 TO AMENDED AND RESTATED EXECUTIVE AGREEMENT
Executive Agreement • August 11th, 2006 • Ziff Davis Holdings Inc • Periodicals: publishing or publishing & printing

This Amendment No. 1 to Amended and Restated Executive Agreement (this “Amendment”) is made as of June 15, 2006 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 a “Party”. Certain definitions are set forth in Section 12 of the Amended and Restated Executive Agreement. Capitalized terms used in this Amendment and not otherwise defined herein shall have the meanings set forth in the Amended and Restated Executive Agreement.

CONFIDENTIAL EXECUTIVE AGREEMENT
Executive Agreement • August 11th, 2006 • Ziff Davis Holdings Inc • Periodicals: publishing or publishing & printing • Delaware

THIS EXECUTIVE AGREEMENT (this “Agreement”) is made as of May 26, 2006 (the “Effective Date”), by and between Ziff Davis Media Inc., a Delaware corporation (the “Company”) and Jason Young (“Executive”). Certain definitions are set forth in the Appendix to this Agreement.

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