Exhibit (a)(1)(c)
CNET NETWORKS, INC.
OFFER TO AMEND CERTAIN OPTIONS
ELECTION FORM
Before signing this election form, please make sure you have received, read and understand the documents made available to you in connection with this offer, including: (1) the Offer to Amend Certain Options (the “Offer to Amend”); (2) the e-mail from George Mazzotta, dated March 7, 2007; (3) this election form; and (4) the withdrawal form. The offer is subject to the terms of these documents as they may be amended from time to time.
The offer provides eligible employees who hold eligible options the opportunity to amend such options and receive cash payments, as described in Section 2 of the Offer to Amend. This offer expires at 11:59 p.m., Pacific Time, on April 4, 2007 unless extended. PLEASE FOLLOW THE INSTRUCTIONS ATTACHED TO THIS FORM.
If you participate in this offer, you must accept the offer with respect to all of the shares subject to an eligible option granted to you by the Company. Vesting of any amended options on any date is subject to your continued employment with the Company through each relevant vesting date.
BY PARTICIPATING, YOU AGREE TO ALL TERMS OF THE OFFER AS SET FORTH IN THE OFFER DOCUMENTS.
If you would like to participate in this offer, please indicate your election by checking the box appropriate below and completing and signing this election form. Please be sure to follow the instructions, which are attached.
You may withdraw this election as to some or all of your options by submitting a properly completed and signed withdrawal form prior to the expiration date which will be 11:59 p.m., Pacific Time, April 4, 2007, unless extended.
Please check the appropriate box:
¨Yes, I wish to participate in the offer as to ALL of my eligible options listed on the Addendum issued to me.
OR
¨ Yes, I wish to participate in the offer as to my eligible options listed below (please list):
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Option Number | | Deemed Grant Date |
OR
¨ No, I do NOT wish to participate in the offer as to any of my eligible options.
If you elect Yes, all of the applicable options will be irrevocably amended on the expiration date, which is expected to be April 4, 2007.
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Employee Signature | | | | |
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Employee Name (Please print) | | Corporate E-mail Address | | Date and Time |
RETURN TO DARRELL HONG NO LATER THAN 11:59 P.M., PACIFIC TIME, ON APRIL 4, 2007 BY FAX TO (415) 972-6161, BY E-MAIL TO DARRELL.HONG@CNET.COM, OR BY HAND DELIVERY.
CNET NETWORKS, INC.
OFFER TO AMEND CERTAIN OPTIONS
INSTRUCTIONS TO THE ELECTION FORM
FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER
| 1. | Delivery of Election Form. |
A properly completed and signed original of this election form (or a facsimile of it) must be received by Darrell Hong either via hand delivery at CNET Networks, Inc., 235 Second Street, San Francisco, CA 94105, attention: Darrell Hong, or via e-mail to darrell.hong@cnet.com, or via facsimile (fax number: (415) 972-6161), on or before 11:59 p.m., Pacific Time, on April 4, 2007 (referred to as the expiration date).
The delivery of all required documents, including election forms, is at your risk. Delivery will be deemed made only when actually received by Darrell Hong. You may hand deliver your election form to Darrell Hong at CNET Networks, Inc., 235 Second Street, San Francisco, CA 94105, or send it via e-mail to darrell.hong@cnet.com, or you may fax it to Darrell Hong at (415) 972-6161. In all cases, you should allow sufficient time to ensure timely delivery. We intend to confirm the receipt of your election form by e-mail within two U.S. business days. If you have not received such an e-mail confirmation, it is your responsibility to ensure that your election form has been received by April 4, 2007. Only responses that are complete, signed and actually received by Darrell Hong by the deadline will be accepted. Responses may only be submitted via fax, e-mail or hand delivery, as set forth in the first sentence of this paragraph. Responses submitted by any other means, including United States mail (or other post) and Federal Express (or similar delivery service), are not permitted and will not be accepted.
Our receipt of your election form is not by itself an acceptance of your options for amendment. For purposes of the offer, we will be deemed to have accepted options with respect to which proper elections have been made and not properly withdrawn as of when we give written or electronic notice to option holders generally of our acceptance of such options, which notice may be made by press release, e-mail or other method of communication.
We will not accept any alternative, conditional or contingent elections. Although we intend to send you an e-mail confirmation of receipt of this election form, by signing this election form, you waive any right to receive any notice of the receipt of the election with respect to your options, except as provided for in the Offer to Amend. Any confirmation of receipt sent to you will merely be a notification that we have received your election form and does not mean that your options have been amended or that you will be entitled to any cash payment. Your options that are accepted will be amended on the same day as the expiration date, which is scheduled to be April 4, 2007, unless we extend the offer.
If you have previously elected to accept this offer with respect to your eligible options, you may withdraw that election with respect to some or all of the options at any time before the expiration date, which is scheduled to be 11:59 p.m., Pacific Time, on April 4, 2007, unless we extend the offer. If we extend the offer, you may withdraw your options at any time until the extended expiration date.
In addition, although we intend to accept all options with respect to which valid elections have been made promptly after the expiration of this offer, if we have not accepted your options by 6:00 p.m., Pacific Time, on May 1, 2007, you may withdraw your options at any time thereafter.
To validly withdraw some or all of the options with respect to which you have previously chosen to accept this offer, you must, in accordance with the instructions of the withdrawal form, deliver to Darrell Hong either via facsimile at (415) 972-6161, or via e-mail to darrell.hong@cnet.com, or by hand to Darrell Hong at CNET Networks, Inc., 235 Second Street, San Francisco, CA 94105, a signed and dated withdrawal form with the required information, while you still have the right to withdraw the options. Any options you do not withdraw will remain bound pursuant to your prior election form. You may change your mind as many times as you wish, but you will be bound by the last properly submitted election or withdrawal form we receive before the expiration date. Darrell Hong must receive the properly completed and signed withdrawal form before the expiration date.
If you intend to accept the offer with respect to an eligible option, you must accept the offer with respect to all of the shares subject to such option, except as noted herein. You may not pick and choose among the shares subject to an eligible option with respect to which you choose to accept this offer. If you have previously exercised a portion of an eligible option, your election will apply to the portion of such option that remains outstanding and unexercised as of the expiration date.
| 4. | Signatures on this Election Form. |
If this election form is signed by the holder of the options, the signature must correspond with the signature in the option agreement or agreements to which the options are subject. If your name has been legally changed since your option agreement was signed, please submit proof of the legal name change.
If this election form is signed by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation or other person acting in a fiduciary or representative capacity, that person should so indicate when signing, and proper evidence satisfactory to the Company of the authority of that person to act in that capacity must be submitted with this election form.
| 5. | Other Information on This Election Form. |
In addition to signing this election form, you must print your name and indicate the date and time at which you signed. You must also include your current corporate e-mail address.
| 6. | Requests For Assistance or Additional Copies. |
You should direct questions about the tax consequences affecting your options to optionsinfo@cnet.com.
You should direct any requests for additional copies of this Offer to Amend to Darrell Hong at:
CNET Networks, Inc.
235 Second Street, San Francisco, CA 94105
Phone: (415) 344-2461
Copies will be furnished promptly at the Company’s expense.
We will determine, in our sole discretion, all questions as to the validity, form, eligibility (including time of receipt) and acceptance of any election forms, withdrawal forms or options. Our determination of these matters will be final and binding on all parties. We reserve the right to reject any election form, withdrawal form or any options with respect to which elections have been made that we determine are not in appropriate form or that we determine are unlawful to accept. We will accept all eligible options with respect to which proper elections are made that are not validly withdrawn. We also reserve the right to waive any of the conditions of the offer or any defect or irregularity in any election of any particular options or for any particular option holder, provided that if we grant any such waiver, it will be granted with respect to all option holders and options with respect to which elections have been made. No elections will be deemed to have been properly made until all defects or irregularities have been cured by the option holder or waived by us. Neither we nor any other person is obligated to give notice of any defects or irregularities in elections, nor will anyone incur any liability for failure to give any notice.
Important: The election form (or a facsimile copy of it) together with all other required documents must be received by Darrell Hong, on or before 11:59 p.m., Pacific Time, on April 4, 2007, unless the offer is extended.
| 8. | Additional Documents to Read. |
We urge you to read the Offer to Amend, all documents referenced or incorporated therein, and the e-mail from George Mazzotta, dated March 7, 2007, before deciding to participate in the offer.
| 9. | Important Tax Information. |
You should refer to Section 14 of the Offer to Amend, which contains important U.S. federal income tax information. We also recommend that you consult with your own financial planner regarding Section 409A or your other personal advisors before deciding whether or not to participate in this offer.
