Cnet Networks SC TO-I Issuer tender offer statement

Discounted Stock Options,

Section 409A &

CNET Networks’

Tender Offer

Exhibit (a)(1)(j)

2

CONFIDENTIAL

Meeting Objectives

•

Clarify which stock options are adversely impacted by

section 409A of the IRS Tax Code.

•

Explain CNET Networks’

solution or “fix”

for those options.

•

What’s the benefit of participating in the fix.

•

What happens if you don’t participate.

3

CONFIDENTIAL

Why are we here today?

•

Some of your unexercised stock options are subject to negative tax

implications

based

on

section

409A

of

IRS

Tax

Code.

[Referred

to

as

409A options]

•

409A options were included in a portion of these grants:

•

3/15/01

•

4/9/01

•

6/18/01

•

7/18/01

•

10/8/01

•

6/24/03

•

CNET Networks has a solution that will allow you to avoid adverse

personal tax consequences for these 409A options.

•

Your participation in the solution requires an election by you.

•

You are not required to participate. 

•

If you do not participate you will have adverse income tax

consequences for which you will be solely responsible.

4

CONFIDENTIAL

How did I get options subject to 409A tax

treatment?

•

CNET Networks used incorrect grant measurement dates

for financial reporting purposes which resulted in

discounted options.

•

Discounted options defined:

•

The price on the revised measurement date was determined to be

higher than the price on the original grant date and the options

are deemed discounted for accounting purposes.

5

CONFIDENTIAL

CNET Networks’

Solution: Tender Offer

•

CNET Networks is committed to providing a solution to fix

the discounted options.

•

What is the solution?

•

Amend options to adjusted price on revised measurement date,

AND

•

Provide cash payment to reimburse employees the difference

between the original option price and the adjusted price.

•

Only

the

options

impacted

by

409A

require

the

“fix”

and

are

eligible for the cash payment.

•

Your consent to the offer permits CNET Networks to

implement the solution for you.

6

CONFIDENTIAL

Which options are affected?

•

Options subject to 409A meet all of the following criteria:

•

Options are granted at a price below stock’s fair market value

(FMV) on grant date AND

•

Options are from these grant dates AND

•

3/15/01

•

4/9/01

•

6/18/01

•

7/18/01

•

10/8/01

•

6/24/03

•

Only options that are unvested as of 12/31/04 and are currently

outstanding are subject to 409A.

7

CONFIDENTIAL

CNET Networks’

Solution: Tender Offer

(1) Amend unexercised 409A options to increase the option price

•

New option price will equal the fair market value on the measurement

date for financial reporting purposes.

•

All other terms will remain the same (including the number of shares,

vesting schedule and expiration date).

AND

(2) Cash payment

•

Equal to the difference between the original exercise price and the

amended exercise price multiplied by the number of 409A options.

•

Cash payment to be made on the first payroll date following January 1,

2008, less applicable withholding tax. (Timing is in accordance with

guidelines under Section 409A.)

Only the eligible portion of a 409A option grant may be amended

through the tender offer:

•

Unvested as of 12/31/04.

•

Outstanding as of the expiration of the tender offer.

8

CONFIDENTIAL

In

both

examples,

it

is

assumed

that

all

409A

options

are

exercised

at

the

market

price

of

$11.00

in

2007.

at  Exercise

(Before Income Tax)

(Before Income Tax)

[ a ] Under Federal and State 409A provisions, interest penalties will also apply.

The CNET Networks Solution

The examples below illustrate the difference between accepting and declining the tender offer.

Assumptions:

Options Subject to IRS 409A treatment

1,000

Original Exercise Price

5.00

$     

Adjusted Exercise Price

7.00

$     

Market Price

11.00

$   

Net

Pre-Tax

Example 1: Accept Tender Offer

Options

Value

Gain

Re-Priced

value

(Net

Value

=

Market

Price

-

Adjusted Price)

1,000

4.00

$    

4,000

$      

Cash

Reimbursement

for

lost

value

(Net

Value

=

Adjusted

Price

-

Original Price)

1,000

2.00

$    

2,000

$      

Total Return

6,000

$      

Net

Pre-Tax

Example 2: Decline Tender Offer

Options

Value

Gain

Unadjusted

Gain

(Net

Value

=

Market

Price

-

Original Price)

1,000

6.00

$    

6,000

$      

Federal Excise Tax  20%

(1,200)

$    

California Excise Tax 20%

(1,200)

$    

Total Return [a]

3,600

$      

9

CONFIDENTIAL

Who is Eligible for the Tender Offer

•

Must be an employee as of the expiration date of the

Tender Offer (4/4/07) and subject to federal income tax in

the United States.

•

For any grant date, you cannot elect to tender just a

portion of 409A options.  You must tender all of them.

10

CONFIDENTIAL

What Do I Do to Participate in the Solution

•

You must complete the CNET Networks Election Form.

•

Your completed Election Form needs to be sent to Darrell

Hong at CNET Networks SF Office.

•

Delivery must be via email, fax or hand delivered.

•

Election forms sent via interoffice mail, overnight delivery services

or the US Mail will not be acceptable forms of delivery.

•

Your election form must be received by 11:59 pm PST on

April 4

th

, 2007.

•

Election forms received after 11:59 pm PST will not be accepted.

•

Email confirmation will be issued to you within 2 business

days after receipt.

•

Participation in this Tender Offer is completely voluntary.

11

CONFIDENTIAL

Tender Offer Documents &

Personalized Election Form

•

You have received an email that includes:

•

Personalized

Addendum

describing

your

eligible

options

as

of

March

7,

2007

•

Hyperlinks to:

•

A copy of the Offer to Amend Certain Options

•

Q&A Section to answer questions

•

Election Form

•

Withdrawal Form

•

By Friday, March 9

th

, at home, you will receive a mail packet that includes:

•

Personalized Addendum

describing

your

eligible

options

as

of

March

7,

2007

•

Copy of the Offer to Amend Certain Options

•

Q&A Section to answer questions

•

Election Form

•

Withdrawal Form

12

CONFIDENTIAL

What happens if I don’t participate?

•

You will not receive the benefits of CNET Networks’

solution:

•

No amended option price

•

No cash payment in 2008

•

You will be responsible for the tax implications:

•

Potential federal income taxation prior to exercise

•

20% additional federal tax

•

Potential federal interest

•

Potential parallel state income tax and interest

•

There will be no reimbursement for 409A taxes and interest.

•

If you don’t amend and don’t exercise your 409A options, you will be

taxed each year until exercise or expiration of the discounted options.

•

This

solution

is

a

one-time

offer

to prevent future adverse tax

consequences.

13

CONFIDENTIAL

Tender Offer Timeline

•

Tender Offer Begins: March 7th, 2007.

•

Tender Offer Expires: April 4th, 2007.

•

Election forms

need to be sent to Darrell Hong at CNET Networks

SF Office.

•

All elections MUST be received by 11:59 PM (Pacific Time) on

April 4th, 2007.

•

Delivery must be via email, fax or hand delivered.

•

Late submissions will not be accepted.

•

Only way to participate in the Tender Offer:

•

Submit your election form (form was emailed to you)

•

Email confirmation will be issued to you within 2 business

days after receipt.

•

Participation in this Tender Offer is completely voluntary.

14

CONFIDENTIAL

What if I still have questions?

•

Questions on this presentation should be directed to

David Bernstein at (415) 344-1882 or via email at,

optionsinfo@cnet.com.

•

Questions on your personalized Addendum or the

Election or Withdrawal forms/process should be directed

to Darrell Hong at (415) 344-2461 or

Darrell.Hong@cnet.com

.

15

CONFIDENTIAL

Tax Advice

•

Taxation of stock option transactions can be very

complicated.

•

CNET policy prohibits any employees from providing

personal income tax advice to any other employee.

•

This presentation is general and you should consult with

your personal tax advisor for advice relevant to your

specific situation.

16

CONFIDENTIAL

Important Information

THIS PRESENTATION IS FOR INFORMATIONAL PURPOSES ONLY

AND IS NOT AN OFFER TO PURCHASE OR THE SOLICITATION OF

AN OFFER TO SELL ANY SECURITIES. THE SOLICITATION AND

THE OFFER TO AMEND ARE MADE ONLY PURSUANT TO AN

OFFER TO AMEND AND RELATED MATERIALS THAT CNET

NETWORKS FILED WITH THE SECURITIES AND EXCHANGE

COMMISSION (“SEC”) ON MARCH 7, 2007 AS PART OF AN

OFFERING MEMORANDUM. OPTION HOLDERS WHO ARE

ELIGIBLE TO PARTICIPATE IN THE TENDER OFFER SHOULD

READ THE OFFER TO AMEND AND THE RELATED MATERIALS

CAREFULLY BECAUSE THEY CONTAIN IMPORTANT

INFORMATION ABOUT THE TENDER OFFER.  OPTION HOLDERS

MAY OBTAIN A COPY OF THE OFFER TO AMEND AND THE

RELATED MATERIALS FREE OF CHARGE FROM THE SEC’S

WEBSITE

AT

WWW.SEC.GOV

OR

FROM

CNET

NETWORKS.

17

CONFIDENTIAL

Circular 230 Disclaimer Notice

•

Any tax advice included in this presentation was not

intended or written to be used, and it cannot be used by

the taxpayer, for the purpose of avoiding any penalties

that may be imposed by any governmental taxing

authority or agency;

•

This tax advice was written to support the promotion of

the matter addressed by the presentation; and

•

The taxpayer should seek advice based on the taxpayer’s

particular circumstances from an independent tax advisor.