CEO Employment Agreement - Neil Ashe

Exhibit 10.1

CNET NETWORKS, INC.

EMPLOYMENT AGREEMENT This Employment Agreement (the " Agreement" ) is effective as of December 20, 2006 (the " Effective Date" ), by and between Neil Ashe (" Executive" ) and CNET Networks, Inc., a Delaware corporation (the " Company" ). Certain capitalized terms used in this Agreement are defined in Section 6 below. RECITALS

WHEREAS, the Company desires to employ Executive to provide personal services to the Company, and wishes to provide Executive with certain compensation and benefits in return for Executive' s services; and WHEREAS, Executive wishes to be employed by the Company and provide personal services to the Company in return for certain compensation and benefits.

AGREEMENT

NOW, THEREFORE, in consideration of the mutual promises and agreements contained herein, the parties hereby agree as follows:

1. Duties .

(a) Position . Executive shall be employed as Chief Executive Officer of the Company. In such capacity he shall have overall responsibility for the management of the Company and report to and be subject to the direction and control of the Company' s Board of Directors. Executive has been appointed as a Class I member of the Company' s Board of Directors (the " Board" ).

(b) Obligations to the Company . Executive agrees to the best of his ability and experience that he will at all times loyally and conscientiously perform all of the duties and obligations required of and from Executive pursuant to the express and implicit terms hereof. During the term of Executive' s employment relationship with the Company, Executive further agrees that he will devote all of his business time and attention to the business of the Company. Nothing in this Agreement will prevent Executive from accepting speaking or presentation engagements in exchange for honoraria or from serving on boards of charitable organizations so long as such engagements do not interfere with Executive' s ability to fulfill his obligations under this Agreement. To the extent consistent with the terms of this Agreement, Executive will comply with and be bound by the Company' s (including the Board' s) operating policies, procedures and practices from time to time in effect during the term of Executive' s employment.

2. At-Will Employment . The Company and Executive acknowledge that Executive' s employment is and shall continue to be at-will, as defined under applicable law, and that Executive' s employment with the Company may be terminated by either party at any time for any or no reason. If Executive' s employment terminates for any reason, Executive shall not be entitled to any severance payments, benefits or compensation other than as provided in this

Agreement; provided, however, that nothing herein shall be deemed a release of liability for acts or omissions occurring after the Effective Date. The rights and duties created by this Section 2 may not be modified in any way except by a written agreement executed by the Board and Executive.

3. Compensation . For the duties and services to be performed by Executive hereunder, the Company shall pay Executive, and Executive agrees to accept, the compensation described below in this Section 3. (a) Salary . Executive shall receive an annual salary of five hundred thousand dollars (U.S.) ($500,000) (the " Base Salary" ). Executive' s Base Salary will be payable pursuant to the Company' s normal payroll practices. Notwithstanding the foregoing, the Board shall be entitled to increase or decrease Executive' s Base Salary from time to time.

(b) Annual Bonus . In addition to the Base Salary, Executive will be eligible for an annual performance bonus, in an amount of up to $400,000 to be payable upon achievement of 100% of the performance goals and objectives to be determined by the Board in its discretion following discussion with Executive (the " Annual Bonus" ) which, unless otherwise provided by this Agreement or determined by the Compensation Committee of the Board, shall be payable in accordance with the terms of the Company' s 2006 Incentive Plan or a successor plan thereto. Notwithstanding the foregoing, the Board shall be entitled to increase or decrease Executive' s maximum annual performance bonus opportunity from time to time.

(d) Stock Options . Effective October 17, 2006, Executive was granted non-qualified stock options to purchase one million five hundred thousand (1,500,000) shares of the Company' s common stock at a per share exercise price equal to the fair market value of the Company' s common stock on the date of grant of such stock options. The term of such stock options is ten (10) years, subject to earlier expiration in the event of the termination of Executive' s service with the Company. The stock options shall vest and become exercisable as to twenty-five percent (25%) of the shares subject thereto upon Executive' s completion of one year of service measured from October 10, 2006, and with respect to 1/48 th of the aggregate stock option shares in substantially equal monthly installments thereafter. Notwithstanding the foregoing, a portion of the shares subject to such stock options may vest on an accelerated basis pursuant to Section 5(b) below. Except as provided herein, such stock options will be subject to the provisions of the 2004 CNET Networks, Inc. Stock Incentive Plan and the applicable form of stock option agreement thereunder (the " Plan Documents" ). With respect to any options granted by the Company to Executive in his capacity as Chief Executive Officer after the date hereof, Section 3(a)(iii) (Exercise of Stock Options) of the Company' s form Stock Option Agreement For Executive Committee Member shall provide for a one-year post-termination exercise period in place of a 90-day post-termination exercise period.

(e) Additional Benefits . Executive shall be eligible to participate in the Company' s employee benefit plans of general application, including without limitation, those plans covering medical, disability and life insurance in accordance with the rules established for individual participation in any such plan and under applicable law. Executive shall be eligible for vacation and sick leave in accordance with the policies in effect during the term of this Agreement and will receive such other benefits as the Company generally provides to its other executive officers.


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4. Termination of Agreement . (a) Termination . This Agreement may be terminated upon the occurrence of any of the following events: (i) The Company' s termination of Executive for Cause (as defined in Section 6 below) (" Termination for Cause" );

(ii) The Company' s termination of Executive without Cause (as defined in Section 6 below), which determination may be made by the Company at any time at the Company' s sole discretion, for any or no reason (" Termination Without Cause" );

(iii) The delivery of a written notice sent to the Company from Executive stating that Executive is electing to terminate his employment with the Company with Good Reason (as defined in Section 6 below) (" Termination for Good Reason" ); or

(iv) The delivery of a written notice sent to the Company from Executive stating that Executive is electing to terminate his employment with the Company without Good Reason or the occurrence of Executive' s death or Disability. (b) Notice of Termination . Any purported termination of Executive' s employment by the Company or by Executive (other than termination due to Executive' s death, which shall terminate Executive' s employment automatically) shall be communicated by a written Notice of Termination to the other party hereto in accordance with Section 13(c). For purposes of this Agreement, " Notice of Termination" shall mean a notice that shall indicate the specific termination provision in this Agreement (if any) relied upon and shall set forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of Executive' s employment under the provision so indicated.

(c) Date of Termination . For purposes of this Agreement, " Date of Termination" shall mean (i) if Executive' s employment is terminated due to Executive' s death, the date of Executive' s death; or (ii) if Executive' s employment terminates for any reason other than death, the date specified in the Notice of Termination.

(d) Board of Directors . Upon the Date of Termination, Executive shall immediately resign from the Board of Directors of the Company and the board of directors or comparable body of every subsidiary, parent or other affiliated corporation of the Company, and every committee thereof.

5. Severance Benefits . Executive shall be entitled to receive severance benefits upon termination of employment only as set forth in this Section 5:

(a) Payments on Termination Without Cause or Termination for Good Reason . If Executive' s employment with the Company terminates as a result of a Termination Without Cause or in the event Executive resigns from employment in a Termination for Good Reason, Executive will be entitled to receive the following severance and other benefits:

(i) Accrued Base Salary . The Company shall pay to Executive his full earned but unpaid Base Salary through the Date of Termination. In addition the Company shall pay to Executive all other amounts to which Executive is entitled under any compensation plan or practice of the Company on the Date of Termination, including payments as to accrued but unused vacation.


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(ii) Severance Pay Based on Base Salary and Bonus . Provided that Executive first provides the Company with and does not revoke an executed and effective release of claims arising under this Agreement in form and substance acceptable to the Company and complies with his obligations under Section 4(d) of this Agreement, the Company shall pay to Executive in a single lump sum twelve (12) months of his Base Salary at the rate in effect immediately prior to delivery of the Notice of Termination plus a pro rata portion of Executive' s Annual Bonus for the year in which Executive terminates employment based on the number of completed days of such year prior to the Date of Termination and determined assuming all applicable performance targets are attained at the 100% level. (b) Special Option Acceleration upon Termination Without Cause or Termination for Good Reason following a Change in Control . In the event of Executive' s Termination Without Cause or in the event Executive resigns from employment in a Termination for Good Reason, in either case within the twelve month period commencing on the consummation of a Change in Control, then in addition to any other benefits to which Executive may be entitled under Section 5(a) above and provided that Executive first provides the Company with and does not revoke an executed and effective release of claims arising under this Agreement in form and substance acceptable to the Company and complies with his obligations under Section 4(d) of this Agreement, Executive shall immediately become vested with respect to 100% of the options to purchase the Company' s capital stock that Executive then holds (including the options referenced ...