SPECIAL BONUS AGREEMENT

Exhibit 10.6

SPECIAL BONUS AGREEMENT
(Ziff Davis Media Inc.)

          THIS SPECIAL BONUS AGREEMENT (this “Agreement”) is made as of April 1, 2005 (the “Effective Date”), by and between Ziff Davis Media Inc., a Delaware corporation (the “Company”), and the individual named on the signature line below (“Employee”).

          NOW, THEREFORE, the parties hereto agree as follows:

          1.  Bonus Amount . On or before the Company’s first regular payroll date after the Effective Date (the “Payment Date”), the Company shall pay to Employee a one-time bonus of $[___] in cash (the “Bonus Amount”). Employee agrees that the Bonus Amount is stated in gross amounts and shall be subject to all applicable withholding taxes, other normal payroll deductions and any other amounts required by law to be withheld.

          2.  Repayment Amount .

          (a) In the event that on or prior to December 31, 2005, Employee’s employment with the Company or any of its Subsidiaries is terminated for any reason (including, without limitation, Employee’s death, Employee’s disability, Employee’s resignation for any reason, Employee’s retirement, or Employee’s termination by the Company, with or without Cause (as defined below)), Employee shall pay to the Company, within three (3) business days after the Termination Date (as defined below), the Return Amount (as defined below), by wire transfer of immediately available funds to an account designated by the Company; provided that, notwithstanding anything in this Agreement to the contrary, in the event that Employee’s employment is terminated with Cause, the Return Amount shall be equal to the Bonus Amount. The Return Amount shall be repaid by Employee without reduction, offset, discount or other mitigation (including without limitation reduction of withholding taxes).

          (b) As used herein, (i) “Return Amount” means the product obtained by multiplying (A) the Applicable Percentage (as defined herein) by (B) the Bonus Amount; (ii) “Applicable Percentage” means the percentage determined by dividing (A) the number of days from and including Employee’s Termination Date through and including December 31, 2005 by (B) two hundred and seventy-five (275); and (iii) “Termination Date” means the date that the Employee’s employment with the Company or any of its Subsidiaries is terminated for any reason.

          3.  Miscellaneous Provisions . The terms and conditions attached hereto as Appendix A are incorporated by reference as if fully set forth herein.

          IN WITNESS WHEREOF, the undersigned hereby agree to the foregoing provisions of this Agreement effective as of the date first written above

APPENDIX A

     A.  Rights of Participants . Nothing in this Agreement shall confer upon Employee any right to remain in the employ of the Company or any of its Subsidiaries, to receive any information regarding the Company or any of its Subsidiaries or to participate in any employee benefit program of the Company or any of its Subsidiaries.

     B.  Offset . Employee agrees that, in the event that Employee does not repay all or any portion of the Return Amount as and when required by Section 2 hereof, the Company or any of its Subsidiaries may reduce any payment otherwise required to be made to Employee by the Company or any of its Subsidiaries by the unpaid portion of the Return Amount.

     C.  Complete Agreement . This Agreement embodies the complete agreement and understanding among the parties related to the subject matter hereof and supersedes and preempts any prior understandings, agreements or representations by or among the parties, written or oral, which may have related to the subject matter hereof in any way; provided, however, that this Agreement shall not supersede, preempt or modify in any respect any agreement the parties may previously have made or may hereafter make to arbitrate disputes.

     D.  Amendment and Waiver . The provisions of this Agreement may be amended and waived only by means of a written instrument signed by each of the Company (by either its Chief Executive Officer or President) and Employee. No failure to exercise and no delay in exercising any r