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Executive Agreement

 

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Title:

Executive Agreement

Entities:

America Online Inc.; CNET Networks, Inc.; eBay Inc.; Yahoo! Inc.; Ziff Davis Holdings Inc

Date:

2004

Size:

Preview shows 4KB of 32KB total

Price:

$43

ID:

#1675572

 

 

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                                  CONFIDENTIAL


EXECUTIVE AGREEMENT

THIS EXECUTIVE AGREEMENT (this "Agreement") is made as of
March 1, 2003 (the "Effective Date"), by and between Ziff Davis Media Inc., a
Delaware corporation (the "Company") and Jasmine Alexander ("Executive").
Certain definitions are set forth in the Appendix to this Agreement.

In consideration of the representations and covenants set
forth herein, the parties hereby agree as follows:

1. Employment. The Company shall employ Executive, and Executive
hereby accepts employment with the Company, upon the terms and conditions set
forth in this Agreement for the period beginning March 1, 2003 and ending
February 29, 2008 or earlier pursuant to Section 4 hereof (the "Employment
Period").

2. Position and Duties.

(a) During the Employment Period, Executive shall serve as the
Senior Vice President, Technology and Sales Operations of the Company and shall
have the normal duties, responsibilities and authority implied by such
positions. Executive shall hold similar positions with any Affiliate of the
Company to the extent Executive may be so appointed by the Company in its sole
discretion.

(b) Executive shall report directly to the Company's Chief
Operating Officer ("COO") or, at the Company's discretion, to the Company's
President or Chief Executive Officer, and shall devote her best efforts and
substantially all of her business time and attention to the business and affairs
of the Company (and to the extent applicable, 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.

3. Base Salary; Benefits and Bonuses.

(a) During the Employment Period, Executive's base salary shall be
$250,000 per annum, subject to an annual cost of living increase at the
beginning of each calendar year beginning January 1, 2004 at a rate equal to the
increase in the Consumer Price Index - All Urban Consumers for the New York area
during the prior year, or such higher rate as the Company may designate from
time to time (the "Base Salary"), which salary shall be payable by the Company
in regular installments in accordance with the Company'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") in an
amount determined by the Company based upon the achievement of performance
targets for such year (which targets will include both quantitative and
qualitative objectives), payable at the Company's discretion. Any such Bonus, if
determined by the Company to be payable, shall be payable within ninety (90)
days following the end of each fiscal year during the Employment Period.

(c) During the Employment Period, (i) Executive shall be entitled
to participate in all of the Company's employee benefit plans and programs for
which senior executive employees of the Company are generally eligible, which
currently include, but shall not be limited to, health insurance, dental
insurance, life insurance, short-term and long-term disability insurance and
participation in the Company's 401(k) plan and (ii) Executive shall be eligible
for four (4) weeks of paid vacation per year in accordance with the policies of
the Company. Executive's right to participate in any employee benefit plans or
programs of the Company shall be subject to the Company's right to amend, modify

 

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