AMENDED AND RESTATED EXECUTIVE AGREEMENT

Exhibit 10.1

Execution Copy

AMENDED AND RESTATED EXECUTIVE AGREEMENT

          THIS AMENDED AND RESTATED EXECUTIVE AGREEMENT (this “Agreement”) is made as of March 23, 2005 (the “Effective Date”), 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 “Party”. Certain definitions are set forth in Section 12 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.

          The Parties desire to enter into this Agreement to (i) set forth the terms and conditions of Executive’s employment with Publishing; and (ii) set forth the obligation of Executive to refrain from competing with the Company and its Affiliates under certain circumstances as provided herein.

          To accomplish the foregoing, the parties desire to, except as set forth in Section 14(c) of this Agreement, amend and restate that certain Amended and Restated Executive Agreement among the Parties dated April 30, 2002 (the “Prior Agreement”) in its entirety effective as of the Effective Date.

          NOW, THEREFORE, the Parties hereto agree as follows:

     1. Representations and Warranties by the Company. In connection with the execution and delivery of this Agreement, the Company represents and warrants to Executive as of the date hereof that the execution, delivery and performance of this Agreement have been duly and validly authorized by the Company’s board of directors. This Agreement constitutes a valid and binding obligation of the Company, enforceable in accordance with its terms.

     2. Representations and Warranties by Executive. In connection with the execution and delivery of this Agreement, Executive represents and warrants to the Company that:

     (a) This Agreement constitutes the legal, valid and binding obligation of Executive, enforceable in accordance with its terms, and the execution, delivery and performance of this Agreement by Executive does not and shall not conflict with, violate or cause a breach of any agreement, contract or instrument to which Executive is a party or any judgment, order or decree to which Executive is subject, including without limitation the confidentiality agreement referred to in clause (b) following.

     (b) Executive is not a party to or bound by any employment agreement, noncompete agreement or confidentiality agreement with any person or entity other than the Company or Publishing, except that Executive is party to a confidentiality agreement with ABC, Inc., the

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performance of which by Executive shall not conflict with, violate or cause a breach of this Agreement or any obligation or duty of Executive to any of the Company and its Affiliates.

     (c) Executive has consulted with independent legal counsel regarding his rights and obligations under this Agreement and that he fully understands the terms and conditions contained herein.

     3. Further Acknowledgment. Executive acknowledges and agrees that no provision contained herein or in any other agreement or document or any issuance of options or other benefits to Executive (either prior to the date hereof or after the date hereof) shall entitle Executive to remain in the employment of Publishing or any of its Affiliates.

     4. Employment. Publishing shall employ Executive, and Executive hereby agrees to continue employment with Publishing, upon the terms and conditions set forth in this Agreement for the period beginning on the Effective Date and ending as provided in Section 7 hereof (the “Employment Period”).

     5. Position and Duties.

     (a) During the Employment Period, Executive shall serve as the Chairman and Chief Executive Officer of Publishing and shall have the normal duties, responsibilities and authority implied by such positions. Executive shall hold similar positions with the Company and Ziff Davis Media Inc. (“Media”) as well as any entity controlled by the Company which the Board determines to be a key affiliate, and Executive shall have the right to serve in the same position with respect to all other Affiliates controlled by the Company except to the extent (i) Executive votes as a director or otherwise approves the election of another person to any such position, or (ii) applicable law precludes Executive from holding such position in a foreign entity, provided that Executive shall not be entitled to any additional compensation for serving in such positions. So long as Executive remains employed in each of such positions with Publishing, the Company, Media and each of such key Affiliates, Executive shall be deemed to be “Employed by the Company” for purposes hereof, and if Executive ceases for any reason to be employed in any of such positions with any of such entities, Executive will be deemed to be no longer “Employed by the Company”, and his “Company Employment” shall be deemed to have ceased or terminated. For the avoidance of doubt, Executive will be deemed to have resigned from “Company Employment” if Executive resigns from any of such positions with Publishing, the Company, Media or any of such key Affiliates.

     (b) Executive shall report directly to the Board of the Company and shall devote his best efforts and substantially all of his business time and attention (except for vacation periods contemplated hereby, periods of illness or other incapacity, reasonable time spent with respect to civic and charitable activities, service on the boards of directors of other companies as approved by the Board of the Company and time devoted to matters for WS or portfolio companies thereof, provided that none of such activities shall interfere with Executive’s duties to Publishing, and other permitted absences, if any, for which senior executive employees of Publishing are generally eligible from time to time under Publishing’s policies) to the business and affairs of Publishing and 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.

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     6. Base Salary; Benefits and Bonuses.

     (a) During the Employment Period, Executive’s base salary shall be $1,000,000 per annum, subject to an annual cost of living increase at the beginning of each calendar year beginning January 1, 2005 at a rate equal to the increase in the Consumer Price Index — All Urban Consumers for the New York area during the prior year (but subject to a minimum annual increase of 2%), or such higher rate as the Board of the Company may designate from time to time (the “Base Salary”), which salary shall be payable by Publishing in regular installments in accordance with Publishing’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”) as follows: (i) with regard to each of calendar years 2005, 2006 and 2007, Executive shall have the opportunity to earn an annual target Bonus of up to $1,000,000, so long as Executive remains Employed by the Company through December 31 of the applicable calendar year and based upon the achievement of performance targets for the applicable calendar year agreed upon by Executive and the Board of the Company, which targets will include both quantitative and qualitative objectives; and (ii) Executive shall be entitled to an additional Bonus of $1,000,000 so long as Executive remains Employed by the Company through December 31, 2007 and the Company generates consolidated EBITDA for the twelve month period ended December 31, 2007 of at least $100,000,000. Any such Bonus, if determined by the Board of the Company in good faith to be payable, shall be payable within 90 days following the end of each calendar year during the Employment Period, consistent with Publishing’s policies.

     (c) During the Employment Period, (i) Executive shall be entitled to participate in all of Publishing’s employee benefit plans and programs for which senior executive employees of Publishing are generally eligible, which shall include, but shall not be limited to, health insurance, dental insurance, life insurance, short-term and long-term disability insurance and participation in Publishing’s 401(k) plan, (ii) Executive shall be eligible for four (4) weeks of paid vacation in accordance with the policies of Publishing, and (iii) Publishing shall reimburse Executive for the reasonable, current portion of premiums paid by Executive for up to $2 million of term life insurance for Executive. Executive’s right to participate in any employee benefit plans or programs of Publishing shall be subject to Publishing’s right to amend, modify or terminate any such plan or program in accordance with its terms and applicable law and subject in each case to any applicable waiting periods or other restrictions contained in such benefit plans or programs. The short-term disability insurance coverage referred to in clause (i) foregoing will be effective at commencement of employment, and the family medical insurance coverage referred to in clause (i) foregoing provided in respect of a mentally or physically incapacitated child will not by its terms end on account of the aging of the child (subject to the conditions described in the letter dated September 21, 2001 from UnitedHealthcare to the Benefits Director, Ziff Davis Media, a copy of which has been previously given to Executive). In addition, Publishing will use its reasonable best efforts to obtain for Executive during the Employment Period long-term disability coverage of $40,000 per month, provided that Executive will pay all premium for such coverage to the extent in excess of the amount of premium otherwise payable by Publishing for long-term disability coverage pursuant to clause (i) foregoing.

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     (d) Publishing shall reimburse Executive for all reasonable business expenses incurred by Executive in the course of performing Executive’s duties under this Agreement which are consistent with Publishing’s policies in effect from time to time for senior executive employees of Publishing with respect to travel, entertainment and other business expenses, subject to Publishing’s requirements with respect to reporting and documentation of such expenses. In addition, Publishing will provide Executive an annual allowance of $100,000, paid in monthly installments, to be used in Executive’s discretion on a nonaccountable basis for reimbursement of expenses incurred by Executive such as the cost of an automobile, driver, club dues and other such costs on an as-needed basis, other than expenses eligible for reimbursement under Publishing’s existing policies. Unless otherwise approved by the Board of the Company, all payments under this allowance will be treated as compensation for purposes of applicable tax laws and consequently will be subject to withholding. Publishing will pay the reasonable fees of legal counsel incurred by Executive in connection with the negotiation of this Agreement and the documents referred to herein.

     7. Term; Termination; Severance.

     (a) The Employment Period commenced as of the Effective Date and shall terminate on December 31, 2007; provided that (i) the Employment Period shall terminate prior to such date upon Executive’s death or Incapacity; (ii) the Employment Period may be terminated by Publishing at any time prior to such date with Cause or without Cause; and (iii) the Employment Period may be terminated by Executive at any time for Good Reason or other than for Good Reason.

     (b) Upon any Termination, Executive shall be entitled to receive Executive’s Base Salary earned through the Termination Date, prorated on a daily basis together with all accrued but unpaid vacation time earned by Executive during the calendar year in which such Termination occurs and any Bonus in respect of a prior, completed calendar year which is then due and owing and has not been paid. Except as set forth in Section 7(d), Executive shall not be entitled to receive Executive’s Base Salary or any bonuses or other benefits from Publishing for any period after the Termination Date.

     (c) In the event Executive’s employment is terminated by Publishing with Cause, upon a resignation by Executive from Company Employment other than for Good Reason, or upon Executive’s death or Incapacity, or upon any Termination on or after December 31, 2007, Publishing shall have no obligation to make any severance or other similar payment to or on behalf of Executive.

     (d) In the event that Executive’s employment is terminated by Publishing without Cause or upon a resignation by Executive from Company Employment for Good Reason (in either case prior to December 31, 2007), following such Termination and upon execution and delivery by Executive within 30 days after the Termination Date of a general release in favor of the Company and its Affiliates, in form and substance satisfactory to Publishing, Publishing shall pay Executive his annual Base Salary (as in effect on the Termination Date) and provide Executive health insurance benefits through the Severance Termination Date, and pay to Executive, in the manner described in this paragraph, a bonus payment calculated in accordance with the next two following sentences (the “Termination Bonus Amount”). Such bonus payment

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would be 50% of the amount of bonus, if any, paid by Publishing to Executive as required by this Agreement in respect of the immediately prior calendar year or paid pursuant to the Prior Agreement in respect of the immediately prior calendar year. In addition, if Executive’s employment by Publishing is terminated during calendar year 2007 by Publishing without Cause, by Executive with Good Reason or on account of Executive’s death or Incapacity during such calendar year, and the Company generates consolidated EBITDA for the twelve month period ended December 31, 2007 of at least $100,000,000, the Termination Bonus Amount shall also include a $1,000,000 payment, which payment shall be deemed in lieu of the amount to which Executive would have been entitled pursuant to Section 6(b)(ii) above had he remained Employed by the Company through December 31, 2007. Each severance payment hereunder shall be payable in accordance with Publishing’s normal payroll procedures and cycles and shall be subject to withholding of applicable taxes and governmental charges in accordance with federal and state law. Such severance payments shall not be subject to reduction for any income earned by Executive from other sources after Termination (and, consequently, Executive shall have no duty to mitigate Publishing’s severance obligations). For purposes hereof, “Severance Termination Date” means the earlier of the date which is one year and six months after the Termination Date or, so long as a Sale of the Company has not occurred prior to the Termination Date, December 31, 2007; provided that in no event will the Severance Termination Date be earlier than the first anniversary of the Termination Date. The Termination Bonus Amount shall be payable in equal monthly increments over the period from the date of determination thereof through the Severance Termination Date, and shall be paid contemporaneously with payment of Base Salary during such period. After payment of the severance amounts described in this Section 7(d), Publishing shall have no obligation to make any further severance or other payment or provide any other benefit to or on behalf of Executive. Notwithstanding the foregoing, in the event that Executive shall breach any of Executive’s obligations under any of Sections 8, 9 and 10 of this Agreement (except any breach which Executive carries the burden of proving is solely of a technical nature, is immaterial and was inadvertent), then, in addition to any other rights that Publishing or the Company may have under this Agreement or otherwise, Publishing shall be relieved from and shall have no further obligation to pay Executive any amounts to which Executive would otherwise be entitled pursuant to this Section 7.

     8. Confidential Information. Executive acknowledges that by reason of Executive’s duties to and association with Publishing and its Affiliates, Executive has had access to and will have access to and will become informed of Confidential Information (as defined in Section 12 below) which is a competitive asset of Publishing and/or its Affiliates. Executive agrees to keep in strict confidence and not, directly or indirectly, make known, disclose, furnish, make available or use, any Confidential Information, except for use in Executive’s regular authorized duties on behalf of Publishing and its Affiliates. Executive acknowledges that all documents and other property including or reflecting Confidential Information furnished to Executive by Publishing or any of its Affiliates or otherwise acquired or developed by Publishing or any of its Affiliates or Executive or known by Executive shall at all times be the property of Publishing and its Affiliates. Executive shall take all necessary and appropriate steps to safeguard Confidential Information and protect it against disclosure, misappropriation, misuse, loss and theft. Executive shall deliver to Publishing at the termination of the Employment Period, or at any other time Publishing may request, all memoranda, notes, plans, records, reports, computer tapes, printouts and software and other documents and data (and copies thereof) relating to the Confidential

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Information, Work Product (as defined in Section 12 below) or the business of Publishing or any of its Affiliates which Executive may then possess or have under Executive’s control.

     9. Inventions and Patents.

     (a) Executive acknowledges that all Work Product is the exclusive property of Publishing. Executive hereby assigns all right, title and interest in and to all Work Product to Publishing. Any copyrightable works that fall within the Work Product will be deemed “works made for hire” under Section 201(b) of the 1976 Copyright Act, and Publishing shall own all of the rights comprised in the copyright therein; provided, however, that to the extent such works may not, by operation of law, constitute “works made for hire,” Executive hereby assigns to Publishing all right, title and interest therein.

     (b) Executive shall promptly and fully disclose all Work Product to Publishing and shall cooperate and perform all actions reasonably requested by Publishing (whether during or after the Employment Period) to establish, confirm and protect Publishing’s right, title and interest in such Work Product. Without limiting the generality of the foregoing, Executive agrees to assist Publishing, at Publishing’s expense, to secure Publishing’s rights in the Work Product in any and all countries, including the execution of all applications and all other instruments and documents which Publishing shall deem necessary in order to apply for and obtain rights in such Work Product and in order to assign and convey to Publishing the sole and exclusive right, title and interest in and to such Work Product. If Publishing is unable because of Executive’s mental or physical incapacity or for any other reason (including Executive’s refusal to do so after request therefor is made by Publishing) to secure Executive’s signature to apply for or to pursue any application for any United States or foreign patents or copyright registrations covering Work Product belonging to or assigned to Publishing pursuant to Section 9(a) above, then Executive hereby irrevocably designates and appoints Publishing and its duly authorized officers and agents as Executive’s agent and attorney-in-fact to act for and in Executive’s behalf and stead to execute and file any such applications and to do all other lawfully permitted acts to further the prosecution and issuance of patents or copyright registrations thereon with the same legal force and effect as if executed by Executive. Executive agrees not to apply for or pursue any application for any United States or foreign patents or copyright registrations covering any Work Product other than pursuant to this paragraph in circumstances where such patents or copyright registrations are or have been or are required to be assigned to Publishing.

     10. Non-Compete, Non-Solicitation.

     (a) In further consideration of the compensation to be paid to Executive hereunder and other incentive compensation that may be granted to Executive, Executive acknowledges that in the course of Executive’s employment with Publishing and its Affiliates, Executive has become familiar with, and will during the Employment Period become familiar with, Publishing’s and its Affiliates’ (and their predecessors’) trade secrets, business plans and business strategies and with other Confidential Information concerning Publishing and its Affiliates and that Executive’s services have been and shall be of special, unique and extraordinary value to Publishing and its Affiliates. Therefore, Executive agrees that, during the Employment Period and for one (1) year thereafter (such period, the “Noncompete Period”), Executive shall not directly or indirectly own any interest in, manage, control, participate in (whether as an officer,

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director, employee, partner, agent, representative or otherwise), consult with, render services for, or in any other manner engage in, any of the businesses (i) of International Data Group, Inc., CMP Media, Inc. (a subsidiary of United News & Media PLC) or CNET Networks, Inc. (the “Restricted Persons”), (ii) of any successor, assignee, partner, joint venture or collaboration partner, subsidiary, division or Affiliate of any of the Restricted Persons, or (iii) in which any of the Restricted Persons owns an interest or participates, which any of the Restricted Persons manages or controls (whether as an officer, director, employee, partner, agent, representative or otherwise), or with which any of the Restricted Persons consults or to which any of the Restricted Persons otherwise provides management or financial support. Nothing herein shall prohibit Executive from being an owner, indirectly through a mutual fund or other similar pooled investment vehicle, of a passive investment in the stock of a corporation which is publicly traded, so long as Executive has no other participation in the business of any such corporation.

     (b) During the Employment Period and for one (1) year thereafter, Executive shall not directly or indirectly through another Person (i) induce or attempt to induce any employee of Publishing or any Affiliate to leave the employ of Publishing or such Affiliate, or in any way interfere with the relationship between Publishing or any Affiliate and any employee thereof, (ii) hire any person who was an employee of Publishing or any Affiliate at any time during the one year period prior to the termination of the Employment Period, (iii) call on, solicit or service any customer, supplier, licensee, licensor, franchisee or other business relation of Publishing or any Affiliate in order to induce or attempt to induce such Person to cease or reduce doing business with Publishing or such Affiliate, or in any way interfere with the relationship between any such customer, supplier, licensee or business relation and Publishing or any Affiliate, including, without limitation, making any negative statements or communications about Publishing or its Affiliates, or (iv) directly or indirectly acquire or attempt to acquire any business in the United States of America to which Publishing or any of its Affiliates has made an acquisition proposal prior to the Termination Date relating to the possible acquisition of such business (an “Acquisition Target”) by Publishing or any of its Affiliates, or take any action to induce or attempt to induce any Acquisition Target to consummate any acquisition, investment or other similar transaction with any Person other than Publishing or any of its Affiliates.

     11. Enforcement. If, at the time of enforcement of any of Sections 8, 9 and 10 of this Agreement, a court shall hold that the duration, scope, or area restrictions stated herein are unreasonable under circumstances then existing, the parties hereto agree that the maximum period, scope or geographical area reasonable under such circumstances shall be substituted for the stated period, scope or area and that the court shall be allowed and directed to revise the restrictions contained herein to cover the maximum period, scope and area permitted by law. Because Executive’s services are unique and because Executive has access to Confidential Information and Work Product, the parties hereto agree that money damages would not be an adequate remedy for any breach of this Agreement. Therefore, in the event a breach or threatened breach of this Agreement, Publishing or its successors or assigns may, in addition to other rights and remedies existing in their favor, apply to any court of competent jurisdiction for specific performance and/or injunctive or other relief in order to enforce, or prevent any violations of, the provisions hereof (without posting a bond or other security). In addition, in the event of an alleged breach or violation by Executive of Section 10, the period set forth in such Section shall be tolled until such breach or violation has been duly cured. Executive agrees that

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the restrictions contained in Section 10 are reasonable and that Executive has received consideration in exchange therefor.

     12. Definitions.

          “Affiliate” of a Person means any other person, entity or investment fund controlling, controlled by or under common control with the Person and, in the case of a Person which is a partnership, any partner of the Person.

          “Board” means the board of directors of the specified Person.

          “Cause” means (i) the commission by Executive of a felony or a crime involving moral turpitude, (ii) the commission of any other act or omission by Executive constituting fraud against the Company or any of its Subsidiaries, or the violation of the duty of loyalty to the Company and/or its Subsidiaries under applicable law, (iii) substantial failure by Executive to act as reasonably directed by the Board of the Company which failure, if curable, is not cured within 15 days after notice thereof to Executive, (iv) willful or reckless misconduct or, if curable, gross negligence by Executive which is not cured within 15 days after written notice thereof to Executive, with respect to the Company or any of its Subsidiaries, or (v) any other material breach by Executive of this Agreement or Company policy established by the Board of the Company, which breach, if curable, is not cured within 15 days after written notice thereof to Executive.

          “Confidential Information” means all information of a confidential or proprietary nature (whether or not specifically labeled or identified as “confidential”), in any form or medium, that is or was disclosed to, or developed or learned by, Executive in connection with Exe