GENERAL RELEASE AND SEPARATION AGREEMENT

Exhibit 10.3

GENERAL RELEASE AND SEPARATION AGREEMENT

This General Release and Separation Agreement (hereafter "Agreement") is entered into between Barry Briggs (the "Executive"), and CNET Networks, Inc. (the "Company"), effective eight days after the Executive’s signature (the "Effective Date"), unless he revokes his acceptance as provided in Paragraph 7(c), below.

WHEREAS, the Executive was the President and Chief Operating Officer of the Company;

WHEREAS, the Executive resigned his employment effective January 12, 2007;

WHEREAS, the Company and the Executive now wish to document the termination of their employment relationship and fully and finally to resolve all matters between them;

THEREFORE, in exchange for the good and valuable consideration set forth herein, the adequacy of which is specifically acknowledged, the Executive and the Company hereby agree as follows:

1. Separation of Employment . The Executive’s employment, and all positions that the Executive held as an officer of the Company and of all subsidiaries of the Company shall be terminated effective January 12, 2007 (the "Separation Date").

2. Payment of Accrued Wages and Expenses . On the Separation Date, the Executive shall be paid an amount equal to accrued wages, including all accrued unused Paid Time Off, through the Separation Date, less applicable taxes and other authorized withholding. The Company shall promptly reimburse the Executive for all reasonable and properly documented business expenses incurred through the Separation Date that are submitted by him on or before January 19, 2007, in accordance with the Company’s travel and expense policies. Except as required by law, as of the Separation Date, the Executive shall no longer have the right to participate in any Company benefit plans including, without limitation, the Company’s 401(k) Plan.

3. Bonus for the Calendar Year Ending December 31, 2006 . The Company acknowledges that the Executive is eligible for a bonus for the calendar year ending December 31, 2006, in accordance with the bonus plan. Any bonus payable to the Executive shall be paid at the same time that bonuses are paid to other executives of the Company.

4. Stock Options .

• (a) Executive has been granted the options to purchase shares of the Company’s common stock described in Exhibit A hereto (collectively, the "Options"). As of the Separation Date, the Executive shall be vested in that number of shares of the Company’s common stock set forth in the column entitled "Vested" next to each such Option (the "Vested Options"). The Executive acknowledges and agrees that the portion

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• of each Option that is unvested as of the Separation Date is forfeited and shall cease to be exercisable as of the Separation Date. The Executive may exercise the Vested Options in accordance with their original terms of grant pursuant to the Option Plan and the applicable Stock Option Agreements (the "Option Documents") as modified by Paragraph 4(b).

  (b) Each of Executive’s Vested Options that have not been exercised prior to the Separation Date shall be and hereby is amended and revised to provide that such Option may only be exercised during the 2007 calendar year and, within the 2007 calendar year, only during the longer of (x) the thirty (30)-day period measured from the first date such Option can once again be exercised in compliance with applicable federal securities laws, as determined by the Company in its sole discretion and in conformity with the applicable standards under Internal Revenue Code Section 409A, and (y) the ninety (90)-day period immediately following the Separation Date, but in no event later than the expiration date of the maximum term of such Option; provided however , that (a) the exercisability of any Option shall remain subject to the complete performance of any duties or obligations by the Executive under this Agreement, and (b) with respect to any Option that is an incentive stock option under the federal tax laws, Executive hereby expressly acknowledges and agrees that effective upon the execution of this Agreement such Option shall cease to constitute an incentive stock option and shall be taxable as a nonqualified stock option upon exercise The Executive acknowledges that the Company makes no representation as to the tax treatment of the Executive’s Options including with regard to the extension of exercisability described herein and that the Executive will be solely responsible for any tax obligations that may arise there from.

5. Severance . On the later of (a) the tenth day following the Effective Date or (b) the Separation Date, the Company shall pay to the Executive severance in a lump sum amount equal to $750,000 (seven hundred fifty thousand dollars), less applicable taxes and other authorized withholding.

6. COBRA and 401(k) Conversion . Executive shall continue to be covered under the Company’s health care benefits through January 31, 2007 (the end of the month in which the Separation Date occurs). Thereafter, the Executive shall be eligible to continue, at his own cost, health care benefits in accordance with the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended ("COBRA"). The Executive shall receive detailed instructions regarding his COBRA rights and 401(k) distribution and rollover options following the Separation Date, in accordance with the Company’s normal notification processes and applicable law.

7. General Release of Claims by the Executive .

• (a) The Executive, on behalf of himself and his executors, heirs, administrators, representatives and assigns, hereby releases and forever discharges the Company and all predecessors, successors and their respective parent corporations, affiliates, related, and/or subsidiary entities, and all of their past and present investors, directors, shareholders, officers, general or limited partners, employees, attorneys, agents and representatives, and employee benefit plans in which the Executive is or has been a

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• participant by virtue of his employment with the Company (the "Company Releasees"), from any and all claims, debts, demands, accounts, judgments, rights, causes of action, equitable relief, damages, costs, charges, complaints, obligations, promises, agreements, controversies, suits, expenses, compensation, responsibility and liability of every kind and character whatsoever (including attorneys’ fees and costs), whether in law or equity, known or unknown, asserted or unasserted, suspected or unsuspected (collectively, "Claims"), which the Executive has or may have had against such entities based on any events or circumstances, arising directly or indirectly out of, relating to, or in any other way involving in any manner whatsoever the Executive’s employment by the Company or the separation thereof, and any and all claims arising under federal, state, or local laws relating to employment, including without limitation claims of wrongful discharge, breach of express or implied contract, fraud, misrepresentation, defamation, or liability in tort, claims of any kind that may be brought in any court or administrative agency, any claims arising under Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act, the Americans with Disabilities Act, the Older Workers Benefit Protection Act, the Fair Labor Standards Act, the Employee Retirement Income Security Act, the Family and Medical Leave Act, the California Fair Employment and Housing Act, the California Family Rights Act, the California Labor Code and similar state or local statutes, ordinances, and regulations.

  Notwithstanding the generality of the foregoing, the Executive does not release the following claims and rights (the "Excluded Claims"):