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EXHIBIT 10.1
September 30, 2005
Mark D. Moyer
2 Indian Hill Road
Westport, Connecticut 06880
Dear Mark:
We are pleased to extend to you our offer
of employment with Ziff Davis Media
Inc. ("ZDM" or the "Company") to be Senior
Vice President of Finance and Chief
Financial Officer for Ziff Davis Media. You
will report to Bob Callahan, the
Chairman and CEO. As we have discussed,
this is an important position at ZDM,
and it will certainly give you the
opportunity to make a major contribution to
our business. We welcome your playing a key
role on our senior management team
and in defining and building the
Company.
This letter sets forth the terms of our
offer:
BASE SALARY
Your annual base salary will be $275,000.
You will be eligible for an annual
review in which your base salary and other
compensation may be adjusted on a
discretionary basis. Base salary will be
paid in accordance with ZDM's standard
payroll policies as may be in effect from
time to time. Currently, base salary
is paid on the 15th and the last day of
each month. Our offer also includes a
$20,000 (gross) sign-on-bonus, which shall
be payable by November 1, 2005.
ANNUAL INCENTIVE BONUS
Your annualized incentive compensation
target for 2005 will be $150,000 (which
will be prorated for 2005) and will be
based on ZDM's operating performance as
well as on specific quantitative and
qualitative objectives that you and Bob
shall determine. Payment of the annual
incentive bonus is at ZDM's discretion
and to the extent ZDM determines it is
payable, it shall be payable by March 31
of the following year (e.g., the incentive
bonus for 2005 shall be payable by
March 31, 2006) provided you remain a
full-time employee of ZDM continuously
through such date. Your annual incentive
bonus target for future years will be
determined by you and ZDM on later
dates.
STOCK OPTIONS
We will recommend that you be granted an
option (the "Option") to purchase
shares of certain classes of the capital
stock of Ziff Davis Holdings Inc.
("ZDH"), ZDM's indirect parent, pursuant to
the ZDH's 2002 Employee Stock Option
Plan ("Plan"), on the next date grants from
the Plan are made following the day
you commence your employment. The number of
shares of each class of stock
subject to the Option, and the respective
exercise prices thereof, would be as
dete
