EXECUTIVE AGREEMENT



          THIS EXECUTIVE AGREEMENT (this "Agreement") is made as of April 5,

                                          ---------

2000, by and between 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 Thomas McGrade

                                           ----------

("Executive"). Certain definitions are set forth in Section 17 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.

Executive desires to purchase shares of the Company's Common Stock, par value

$.01 per share (the "Common Stock") and Series A Preferred Stock, par value $.01

                     ------------

per share (the "Preferred Stock," and collectively with the Common Stock, the

                ---------------

"Stock"), of the Company and the Company desires to issue such Common Stock and

Preferred Stock to Executive. The Company, Publishing and Executive desire to

enter into this Agreement (i) setting forth the terms of Executive's purchase of

the Executive Stock (as defined below); (ii) setting forth the terms and

conditions of Executive's employment with Publishing; (iii) providing the

Company with certain rights in respect of the Executive Stock; and (iv) setting

forth the obligation of Executive to refrain from competing with the Company and

its Affiliates (as defined below) under certain circumstances as provided

herein.



          NOW, THEREFORE, the parties hereto agree as follows:



                    A. PURCHASE AND SALE OF EXECUTIVE STOCK



     1.   Upon execution of this Agreement, Executive shall purchase, and the

Company shall sell, (a) 142.5 shares of Preferred Stock at a price of $1,000 per

share and 30,000 shares of Common Stock at a price of $0.25 per share, which

shares shall be fully vested as of the date hereof (collectively, the "Coinvest

                                                                       --------

Shares") and (b) 319,236.11 shares of Common Stock at a price of $0.25 per

------

share, which shares shall be subject to vesting as provided herein (the "Vesting

                                                                         -------

Shares"), for an aggregate purchase price of $229,809.03. The Company shall

------

deliver to Executive stock certificates representing the Coinvest Shares, and

Executive shall deliver to the Company (x) a promissory note in the form of

Annex A attached hereto in the aggregate principal amount of $150,000.00 (the

-------

"Full Recourse Executive Note") and (y) a promissory note in the form of Annex B

 ----------------------------                                            -------

attached hereto in an aggregate principal amount of $79,809.03 (the "Partial

                                                                     -------

Recourse Executive Note" and together with the Full Recourse Executive Note, the

-----------------------

"Executive Notes"). Executive's obligations under the foregoing Executive Notes

 ---------------

shall be secured by a pledge to the Company of all of the shares of Executive

Stock, and in connection therewith, Executive shall enter into a pledge

agreement in the form of Annex C attached hereto.

                         -------

{PAGE}



     2.   The Company shall hold each certificate representing the Executive

Stock until such time as the Executive Stock represented by such certificate is

released from the pledge to the Company.



     3.   Within 30 days after Executive purchases the Executive Stock from the

Company hereunder, Executive shall make an effective election with the Internal

Revenue Service under Section 83(b) of the Internal Revenue Code and the

regulations promulgated thereunder in the form of Annex D attached hereto.

                                                  -------

     4    In connection with the purchase and sale of the Executive Stock

hereunder, Executive represents and warrants to the Company that:



     (a)  The Executive Stock to be acquired by Executive pursuant to this

Agreement shall be acquired for Executive's own account and not with a view to,

or intention of, distribution thereof in violation of the Securities Act, or any

applicable state securities laws, and the Executive Stock shall not be disposed

of in contravention of the Securities Act or any applicable state securities

laws.



     (b)  Executive is an executive officer of Publishing, is sophisticated in

financial matters and is able to evaluate the risks and benefits of the

investment in the Executive Stock. Executive is an "accredited investor", as

defined in Regulation D promulgated under the Securities Act.



     (c)  Executive is able to bear the economic risk of Executive's investment

in the Executive Stock for an indefinite period of time because the Executive

Stock have not been registered under the Securities Act and, therefore, cannot

be sold unless subsequently registered under the Securities Act or an exemption

Home        Intelligence        Services        Subscriptions        News        About Us

Contact Us       Terms of Use       Resend Documents       Shopping Cart

Copyright © 2008 The Consus Group LLC