EXHIBIT (d)(13) CNET NETWORKS, INC. NON-QUALIFIED STOCK OPTION AGREEMENT PARTICIPANT: DATE OF GRANT: GRANT TYPE: NUMBER OF SHARES SUBJECT TO GRANT NUMBER: OPTION: EXERCISE PRICE PER SHARE: EXPIRATION DATE: NAME OF PLAN: 2001 CNET NETWORKS, INC. STOCK...Agreement • June 26th, 2002 • Cnet Networks Inc • Services-motion picture & video tape production • Delaware
RECITALSVoting Agreement • July 21st, 2000 • Cnet Networks Inc • Services-motion picture & video tape production • Delaware
Exhibit 2.1 MASTER AGREEMENTMaster Agreement • July 11th, 1997 • Cnet Inc /De • Services-motion picture & video tape production • California
EXHIBIT 2.4 AMENDMENT NO. 1 TO PURCHASE AGREEMENT This AMENDMENT NO. 1 (this "Amendment") to the Purchase Agreement (the "Purchase Agreement"), dated December 18, 1998, by and among CNET, Inc., a Delaware Corporation ("Buyer"), Jenesys LLC, a...Purchase Agreement • March 1st, 1999 • Cnet Inc /De • Services-motion picture & video tape production
CONTRIBUTION AGREEMENT among NATIONAL BROADCASTING COMPANY, INC., CNET, INC. and SNAP! LLC Dated as of June 4, 1998Contribution Agreement • July 15th, 1998 • Cnet Inc /De • Services-motion picture & video tape production • New York
RECITALSStockholder Agreement • July 21st, 2000 • Cnet Networks Inc • Services-motion picture & video tape production • Delaware
STOCK PURCHASE AGREEMENT This Stock Purchase Agreement (the "Agreement") is entered into as of June 4, 1997 by and between Intel Corporation, a Delaware corporation ("Intel"), and CNET, Inc., a Delaware corporation (the "Company"). The Company desires...Stock Purchase Agreement • August 14th, 1997 • Cnet Inc /De • Services-motion picture & video tape production • Delaware
OFFICE LEASE ONE BEACH STREET SAN FRANCISCO, CALIFORNIA LANDLORDOffice Lease • November 17th, 1997 • Cnet Inc /De • Services-motion picture & video tape production • California
ARTICLE II REPRESENTATIONS AND WARRANTIES OF SELLERPurchase Agreement • March 1st, 1999 • Cnet Inc /De • Services-motion picture & video tape production • Washington
EXHIBIT 2.1 AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • October 22nd, 1999 • Cnet Inc /De • Services-motion picture & video tape production • Delaware
EXHIBIT 2.1 AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • March 1st, 1999 • Cnet Inc /De • Services-motion picture & video tape production • California
EXHIBIT 2.2 AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • August 6th, 1999 • Cnet Inc /De • Services-motion picture & video tape production • Colorado
1 EXHIBIT 10.1 [ZIFF DAVIS MEDIA INC. LETTERHEAD] January 19, 2001 ZDNet, Inc. CNET Networks, Inc. 28 East 28th Street New York, NY 10016 Attention: Daniel Rosensweig Re: Amendment to License Agreement Dear Dan: This letter agreement (this...License Agreement • January 23rd, 2001 • Cnet Networks Inc • Services-motion picture & video tape production • New York
RECITALS:Agreement • June 26th, 2002 • Cnet Networks Inc • Services-motion picture & video tape production
1 EXHIBIT 2.2 AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • March 1st, 1999 • Cnet Inc /De • Services-motion picture & video tape production • California
Rights Agreement Dated as of January 11, 2008Rights Agreement • January 14th, 2008 • Cnet Networks Inc • Services-business services, nec • Delaware
Rights Agreement, dated as of January 11, 2008, by and between CNET Networks, Inc., a Delaware corporation (the “Company”), and Computershare Trust Company, N.A., a federally chartered trust company (the “Rights Agent”).
Exhibit 2.5 AMENDMENT NO. 2 TO PURCHASE AGREEMENT This AMENDMENT NO. 2 to Purchase Agreement (the "Amendment") is dated as of February 11, 1999, and it serves as an amendment to the Purchase Agreement dated December 18, 1998, by and among CNET, Inc.,...Purchase Agreement • March 1st, 1999 • Cnet Inc /De • Services-motion picture & video tape production
EXHIBIT 2.1 STOCK PURCHASE AGREEMENTStock Purchase Agreement • August 6th, 1999 • Cnet Inc /De • Services-motion picture & video tape production • Delaware
EXHIBIT 10.1 STOCK PURCHASE AGREEMENT This Stock Purchase Agreement (the "Agreement") is entered into as of June 4, 1998 by and among CNET, Inc., a Delaware corporation (the "Company"), and National Broadcasting Company, Inc. (the "Purchaser"). The...Stock Purchase Agreement • July 15th, 1998 • Cnet Inc /De • Services-motion picture & video tape production • New York
CREDIT AGREEMENT Dated as of October 12, 2007 among CNET NETWORKS, INC., as the Borrower, BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, The Other Lenders Party Hereto, WACHOVIA BANK, NATIONAL ASSOCIATION as...Credit Agreement • October 16th, 2007 • Cnet Networks Inc • Services-business services, nec • New York
This CREDIT AGREEMENT (“Agreement”) is entered into as of October 12, 2007, among CNET NETWORKS, INC., a Delaware corporation (the “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), and BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer.
February 20, 1997 Kevin Wendle CNET, Inc. 150 Chestnut Street San Francisco, California 94111 Re: Phase Out and Resignation Agreement Dear Kevin: This letter sets forth our agreement (the "Agreement") concerning various matters related to your phase...C Net Inc /De • March 31st, 1997 • Services-motion picture & video tape production • Delaware
REGISTRATION RIGHTS AGREEMENT among CNET Networks, Inc., as Issuer, and Citigroup Global Markets Inc. and as Initial Purchasers Dated as of April 27, 2004Registration Rights Agreement • May 3rd, 2004 • Cnet Networks Inc • Services-business services, nec • New York
REGISTRATION RIGHTS AGREEMENT (this “Agreement”) dated as of April 27, 2004 between CNET Networks, Inc., a Delaware corporation (the “Company”), and Citigroup Global Markets Inc. and J.P. Morgan Securities Inc. (the “Initial Purchasers”) pursuant to the Purchase Agreement dated April 21, 2004 (the “Purchase Agreement”), between the Company and the Initial Purchasers. In order to induce the Initial Purchasers to enter into the Purchase Agreement, the Company has agreed to provide the registration rights set forth in this Agreement. The execution of this Agreement is a condition to the closing under the Purchase Agreement.
EXHIBIT 2.2 AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENTLimited Liability Company Agreement • July 15th, 1998 • Cnet Inc /De • Services-motion picture & video tape production • New York
INDEMNITY AGREEMENTIndemnity Agreement • February 27th, 2004 • Cnet Networks Inc • Services-business services, nec • Delaware
This Indemnification Agreement (“Agreement”) is made as of November 19, 2003 by and between CNET Networks, Inc., a Delaware corporation (the “Company”), and __________________ (“Indemnitee”).
AMONGAgreement and Plan of Merger • July 21st, 2000 • Cnet Networks Inc • Services-motion picture & video tape production • Delaware
September 6, 2000 CNET Networks Inc. 150 Chestnut Street San Francisco, California 94111 Re: Agreement and Plan of Merger dated as of July 19, 2000, by and among CNET Networks Inc., TD Merger Sub, Inc., and Ziff-Davis, Inc. Ladies and Gentlemen: We...Cnet Networks Inc • September 6th, 2000 • Services-motion picture & video tape production
AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • May 22nd, 1998 • Cnet Inc /De • Services-motion picture & video tape production • California
AMENDMENT NO. 1 TO RIGHTS AGREEMENTRights Agreement • May 15th, 2008 • Cnet Networks Inc • Services-business services, nec • Delaware
This Amendment No. 1 to Rights Agreement (this “Amendment”), dated as of May 15, 2008, between CNET Networks, Inc., a Delaware corporation (the “Company”), and Computershare Trust Company, N.A., as Rights Agent (the “Rights Agent”), amends that certain Rights Agreement, dated as of January 11, 2008 (the “Rights Agreement”).
AGREEMENTVoting and Right of First Offer Agreement • December 15th, 1999 • Cnet Inc /De • Services-motion picture & video tape production • Delaware
AGREEMENT AND PLAN OF MERGER by and among CNET NETWORKS, INC., CBS CORPORATION and TEN ACQUISITION CORP. Dated as of May 15, 2008Agreement and Plan of Merger • May 15th, 2008 • Cnet Networks Inc • Services-business services, nec • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of May 15, 2008, by and among CNET Networks, Inc., a Delaware corporation (the “Company”), CBS Corporation, a Delaware corporation (“Parent”), and Ten Acquisition Corp., a Delaware corporation and wholly owned subsidiary of Parent (“Purchaser” and, together with Parent, the “Buyer Parties”).
Re: Employment AgreementCnet Networks Inc • May 23rd, 2008 • Services-business services, nec • New York
CBS Corporation (“CBS”), Ten Acquisition Corp., and CNET Networks, Inc. (“CNET” or the “Company”) have entered into an Agreement and Plan of Merger, dated as of May 15, 2008 (the “Merger Agreement”), providing for the acquisition of the Company by CBS pursuant to a tender offer (the “Offer”) and a subsequent merger of Ten Acquisition Corp. with and into the Company (the “Merger”), with the Company surviving the Merger as a wholly-owned subsidiary of CBS. You currently are party to a Severance Agreement, dated as of March 10, 2008, with the Company (the “Existing Agreement”). The purpose of this letter is to set forth the terms of your continued employment by the Company and CBS following the Merger. CBS agrees to employ you and you agree to accept such employment as Executive Vice President, Chief Financial Officer of CNET which, following the Merger, will include the CNET business and certain interactive businesses of CBS, upon the following terms and conditions:
1 Exhibit 99.9 FORM OF AFFILIATE AGREEMENTAffiliate Agreement • September 6th, 2000 • Cnet Networks Inc • Services-motion picture & video tape production
AGREEMENT AND PLAN OF MERGER BY AND AMONG CNET NETWORKS, INC., CHEESE ACQUISITION SUB, INC., TWOFOLD PHOTOS, INC., and NICHOLAS WILDER as SHAREHOLDER REPRESENTATIVE DATED AS OF JULY 14, 2004Employment Agreement • July 21st, 2004 • Cnet Networks Inc • Services-business services, nec • California
THIS AGREEMENT AND PLAN OF MERGER, dated as of July 14, 2004 (this “Agreement”), is made by and among CNET Networks, Inc., a Delaware corporation (“Buyer”), Cheese Acquisition Sub, Inc., a California corporation and a wholly owned subsidiary of Buyer (“Merger Sub”), Twofold Photos, Inc., a California corporation (the “Company”) and Nicholas Wilder, as Shareholder Representative.
CREDIT AGREEMENT Dated as of September 12, 2006 between CNET NETWORKS, INC. and BANK OF AMERICA, N.A.Credit Agreement • September 19th, 2006 • Cnet Networks Inc • Services-business services, nec • California
This CREDIT AGREEMENT (“Agreement”) is entered into as of September 12, 2006 by and between CNET NETWORKS, INC., a Delaware corporation (the “Borrower”) and BANK OF AMERICA, N.A. (the “Lender”).
EMPLOYMENT TRANSITION AGREEMENTEmployment Transition Agreement • August 8th, 2005 • Cnet Networks Inc • Services-business services, nec • California
CNET Networks, Inc. (“CNET” or “the Company”) and Douglas Woodrum (“Employee’) have reached a mutual understanding and agreement regarding the transition of Employee’s position from Chief Financial Officer to another position within the company. In consideration for the execution of this Agreement, the parties agree that in exchange for Employee’s entering into this Agreement (“Agreement”):
