EXHIBIT (a)(i)(xiv)
PAGE 1
ACCEPT TERMS
ELECTRONIC SIGNATURE CONSENT
We have implemented this secure option exchange election system to ensure
accuracy and improve administrative workflow. If you wish to use this system to
elect which option grants you wish to exchange, we require this electronic
signature consent form to authorize us to execute your elections. If you do not
consent to the electronic signature, you will not be able to access the system
and must use paper forms to make your elections. Paper forms available at
http://offline.cnet.com/HumanResources/Benefits/StockOption/
optionsexchange.html.
By using my electronic signature consisting of my NT login and my employer's
employee ID number on this consent form, I authorize my employer to:
Accept my electronic signature as binding and final with regard to the election
concerning the exchange of options between myself and CNET Networks, Inc.
In addition, I confirm that:
o I have read and understand the Offer to Exchange Plan describing the
terms and conditions of the option exchange.
o I understand that participation in option exchange program does not
affect in any way my employment relationship with CNET, which, in
accordance with federal and state laws, has no specified term or length
and can be terminated with or without cause by the Company or me.
PAGE 2
CNET NETWORKS, INC.
ELECTION CONCERNING EXCHANGE OF STOCK OPTIONS
THIS SYSTEM WILL BE ACCESSIBLE UNTIL 9:00 PM PT, ON JULY 26, 2002 (UNLESS THE
OFFER PERIOD IS EXTENDED BY CNET). NO ELECTION WILL BE ACCEPTED AFTER THE OFFER
PERIOD EXPIRES.
I have received the Offer to Exchange Certain Outstanding Options Having an
Exercise Price of Greater than $12.00 for a Lesser Number of New Options to be
Granted at Least Six Months and One Day from the Cancellation of the Surrendered
Options.
I understand that I am eligible to participate in this exchange program only if
I:
o am an employee of CNET Networks, Inc. on July 12, 2002;
o reside in Australia, France, Germany, Singapore, Switzerland, Taiwan,
the United Kingdom or the United States;
o am not a director of or one of the executive officers of CNET Networks,
Inc. named in CNET Networks, Inc's proxy statement for the 2002 Annual
Meeting of Stockholders;
o remain an eligible employee through the expiration of the offer; and
o hold at least one eligible option on July 12, 2002.
I understand that, by choosing to participate in this exchange program, I may
only elect to exchange options that have an exercise price of greater than
$12.00 per share that were granted to me under any of the following option
plans:
o CNET Networks plans: Amended and Restated Stock Option Plan, Amended
and Restated 1997 Stock Option Plan, 2000 Stock Incentive Plan, 2001
Stock Incentive Plan and
o Plans assumed in acquisitions: Ziff-Davis 1998 Incentive Compensation
Plan, mySimon 1998 Stock Option Plan, Apollo Solutions, Inc. 2000 Stock
Option Plan, 1999 Tech Republic Stock Option Plan.
I further understand that I must elect to exchange all or none of the options
(defined as the entire option grant) granted to me on a single grant date and at
the same exercise price subject to an eligible option agreement and that by
electing to exchange any such options, I will automatically be deemed to also
have elected to exchange all options granted to me during the six month period
ending on June 26, 2002, regardless of exercise price.
In return for those options I elect to exchange, the table below shows the
number of shares of common stock subject to the options that I must exchange for
each share of common stock subject to the new option, based on the Grant Price
of the Current Options:
<Table>
<Caption>
GRANT PRICE OF CURRENT OPTION EXCHANGE RATIOS
- ----------------------------- ---------------
$12.01 to $16.00 1.5 for 1
$16.01 to $20.00 2 for 1
$20.01 to $25.00 2.5 for 1
$25.01 to $30.00 3 for 1
Above $30.00 3.5 for 1
</Table>
These new options will be granted on a specified date during the 30-day period
beginning on the first business day that is at least six months and one day from
the date my exchanged options are cancelled (the date on which the new options
are granted being referred to as the "replacement
grant date"), unless the offer is extended. In order to remain eligible to
receive new options, I understand that I must remain employed by CNET Networks,
Inc. through the replacement grant date and continue to reside in Australia,
France, Germany, Singapore, Switzerland, Taiwan, the United Kingdom or the
United States.
I understand that all of the terms of the new options will be substantially
similar to the terms of the cancelled options, although (i) the new options will
be granted on a date that is at least six months and one day after the date the
tendered options are cancelled; (ii) the exercise price of the new option will
be the closing price of our common stock on the date of the new grant (or as
modified to comply with local tax laws for new options granted in certain
countries outside the United States); (iii) the new options will all be
classified as non-qualified stock options for purposes of the Internal Revenue
Code of 1986, as amended; and (iv) the number of shares underlying the new
options will be determined as described above.
I understand that I will not be able to exercise any of the new options granted
to me until the six month anniversary of the replacement grant date, at which
time I will be able to exercise only the vested portion of the replacement
options.
I understand that I will not be eligible to receive any other options until the
replacement grant date.
I recognize that, under certain circumstances set forth in the Offer to Exchange
Certain Outstanding Options, CNET may terminate or amend the offer and postpone
its acceptance and cancellation of any options elected for exchange. In any such
event, I understand that the options elected for exchange but not accepted will
remain in effect without change.
I hereby give up my entire ownership interest in the options listed below and
all options granted to me during the six month period ending on June 26, 2002,
regardless of exercise price. I understand all of these options will become null
and void on July 26, 2002, unless this offer is extended. I acknowledge that
this election is entirely voluntary. I also acknowledge that this election will
be irrevocable after 9:00 p.m. Pacific Time on Friday July 26, 2002, unless the
offer is extended by CNET Networks, Inc. in its sole discretion, in which case
the offer will become irrevocable upon expiration of the extension.
I understand that any electronic submission I make will supercede any paper
forms that I previously submitted. I also understand that once I submit an
electronic election I may only change such election by making another electronic
submission. Any paper forms submitted after I make an electronic submission
(including any withdrawal form) will be void and of no effect.
I hereby elect to exchange and cancel the following options (an option is
defined as all or none of the options granted to me on a single grant date and
at the same exercise price):
PLEASE NOTE:
All grants listed below are your grants ELIGIBLE for exchange. Ineligible grants
will remain intact and may be viewed at http://www.aststockplan.com.
Grants that have been split into ISO/NQ portions are listed on two lines
separately. However, BOTH portions must be elected alike (i.e.,, Y/Y or N/N) to
qualify for exchange.
Please use the drop down menu and select "Yes" to exchange the options or "No"
to leave the grant as is. You must make an election for every line item above.
For grants that have been split into NQ and ISO portions, both portions must be
elected the same (i.e., both "Yes" or both "No").
<Table>
<Caption>
NAME GRANT # GRANT DATE CURRENT PRICE POST EXCHANGE
OPTIONS EXCHANGE
OUTSTANDING OPTIONS
Employee #XXXX __/__/__ XXXXX $_____ XXXXX Yes/No
</Table>
When you are done, please click on 'Submit' to save your changes. You may log
into the system as many times as you like during the July 12th - July 26th
window, however only your FINAL election will be collected and submitted for
exchange.
After the window has closed, you will have the opportunity to print your final
elections for your personal records.
If you have any questions regarding the data shown above, please contact Linna
Hon or Julie Hata.
If you would like to view further details on your option grants, please view
your online AST account at http://www.aststockplan.com.
SUBMIT ELECTION CANCEL
PAGE 3
SWAP OPTIONS
Please review the elections you have made. Click 'Confirm' if they are correct
or 'Edit' if you wish to make changes.
If you click "Confirm" you will be presented a dated printable version of the
form for you records.
You can revise your elections by re-accessing the Elections Concerning the
Exchange of Stock Options Page before the Plan Deadline of 9:00 PM PDT July 26,
2002 (unless extended by CNET Networks, Inc.). Paper withdrawal forms will not
be effective once you've confirmed your election electronically.
<Table>
<Caption>
NAME GRANT # GRANT DATE CURRENT PRICE POST EXCHANGE
OPTIONS EXCHANGE
OUTSTANDING OPTIONS
Employee #XXXX __/__/__ XXXXX $_____ XXXXX Yes/No
</Table>
Edit Elections Confirm Elections Cancel
PAGE 4
THIS ELECTION EXECUTED: 01:53 PM PDT JUL 12, 2002
CNET NETWORKS, INC.
ELECTION CONCERNING EXCHANGE OF STOCK OPTIONS
THIS SYSTEM WILL BE ACCESIBLE UNTIL 9:00 PM PACIFIC TIME, ON JULY 26, 2002
(UNLESS THE OFFER PERIOD IS EXTENDED BY CNET). NO ELECTION WILL BE ACCEPTED
AFTER THE OFFER PERIOD EXPIRES.
I have received the Offer to Exchange Certain Outstanding Options Having an
Exercise Price of Greater than $12.00 for a Lesser Number of New Options to be
Granted at Least Six Months and One Day from the Cancellation of the Surrendered
Options.
I understand that I am eligible to participate in this exchange program only if
I:
o am an employee of CNET Networks, Inc. on July 12, 2002;
o reside in Australia, France, Germany, Singapore, Switzerland, Taiwan,
the United Kingdom or the United States;
o am not a director of or one of the executive officers of CNET Networks,
Inc. named in CNET Networks, Inc.'s proxy statement for the 2002 Annual
Meeting of Stockholders;
o remain an eligible employee through the expiration of the offer; and
o hold at least one eligible option on July 12, 2002.
I understand that, by choosing to participate in this exchange program, I may
only elect to exchange options that have an exercise price of greater than
$12.00 per share that were granted to me under any of the following option
plans:
o CNET Networks plans: Amended and Restated Stock Option Plan, Amended and
Restated 1997 Stock Option Plan, 2000 Stock Incentive Plan, 2001 Stock
Incentive Plan and
o Plans assumed in acquisitions: Ziff-Davis 1998 Incentive Compensation
Plan, mySimon 1998 Stock Option Plan, Apollo Solutions, Inc. 2000 Stock
Option Plan, 1999 Tech Republic Stock Option Plan.
I further understand that I must elect to exchange all or none of the options
(defined as the entire option grant) granted to me on a single grant date and at
the same exercise price subject to an eligible option agreement and that by
electing to exchange any such options, I will automatically be deemed to also
have elected to exchange all options granted to me during the six month period
ending on June 26, 2002, regardless of exercise price.
In return for those options I elect to exchange, the table below shows the
number of shares of common stock subject to the options that I must exchange for
each share of common stock subject to the new option, based on the Grant Price
of the Current Options:
<Table>
<Caption>
GRANT PRICE OF CURRENT OPTION EXCHANGE RATIOS
----------------------------- ---------------
$12.01 to $16.00 1.5 for 1
$16.01 to $20.00 2 for 1
$20.01 to $25.00 2.5 for 1
$25.01 to $30.00 3 for 1
Above $30.00 3.5 for 1
</Table>
These new options will be granted on a specified date during the 30-day period
beginning on the first business day that is at least six months and one day from
the date my exchanged options are cancelled (the date on which the new options
are granted being referred to as the "replacement grant date"), unless the offer
is extended. In order to remain eligible to receive new options, I understand
that I must remain employed by CNET Networks, Inc. through the replacement grant
date and continue to reside in Australia, France, Germany, Singapore,
Switzerland, Taiwan, the United Kingdom or the United States.
I understand that all of the terms of the new options will be substantially
similar to the terms of the cancelled options, although (i) the new options will
be granted on a date that is at least six months and one day after the date the
tendered options are cancelled; (ii) the exercise price of the new option will
be the closing price of our common stock on the date of the new grant (or as
modified to comply with local tax laws for new options granted in certain
countries outside the United States); (iii) the new options will all be
classified as non-qualified stock options for purposes of the Internal Revenue
Code of 1986, as amended; and (iv) the number of shares underlying the new
options will be determined as described above.
I understand that I will not be able to exercise any of the new options granted
to me until the six month anniversary of the replacement grant date, at which
time I will be able to exercise only the vested portion of the replacement
options.
I understand that I will not be eligible to receive any other options until the
replacement grant date.
I recognize that, under certain circumstances set forth in the Offer to Exchange
Certain Outstanding Options, CNET may terminate or amend the offer and postpone
its acceptance and cancellation of any options elected for exchange. In any such
event, I understand that the options elected for exchange but not accepted will
remain in effect without change.
I hereby give up my entire ownership interest in the options listed below and
all options granted to me during the six month period ending on June 26, 2002,
regardless of exercise price. I understand all of these options will become null
and void on July 26, 2002, unless this offer is extended. I acknowledge that
this election is entirely voluntary. I also acknowledge that this election will
be irrevocable after 9:00 p.m. Pacific Time on Friday July 26, 2002, unless the
offer is extended by CNET Networks, Inc. in its sole discretion, in which case
the offer will become irrevocable upon expiration of the extension.
I understand that any electronic submission I make will supercede any paper
forms that I previously submitted. I also understand that once I submit an
electronic election I may only change such election by making another electronic
submission. Any paper forms submitted after I make an electronic submission
(including any withdrawal form) will be void and of no effect.
I hereby elect to exchange and cancel the following options (an option is
defined as all or none of the options granted to me on a single grant date and
at the same exercise price):
PLEASE NOTE:
All grants listed below are your grants ELIGIBLE for exchange. Ineligible grants
will remain intact and may be viewed at http://www.aststockplan.com.
Grants that have been split into ISO/NQ portions are listed on two lines
separately. However, BOTH portions must be elected alike (i.e.,, Y/Y or N/N) to
qualify for exchange.
Please use the drop down menu and select "Yes" to exchange the options or "No"
to leave the grant as is. You must make an election for every line item above.
For grants that have been split into NQ and ISO portions, both portions must be
elected the same (i.e., both "Yes" or both "No").
<Table>
<Caption>
NAME GRANT # GRANT DATE CURRENT PRICE POST EXCHANGE
OPTIONS EXCHANGE
OUTSTANDING OPTIONS
Employee #XXXX __/__/__ XXXXX $_____ XXXXX Yes/No
</Table>
When you are done, please click 'Submit' to save your changes. You may log into
the system as many times as you like during the July 12th - July 26th window,
however only your FINAL election will be collected and submitted for exchange.
After the window has closed, you will have the opportunity to print your final
elections for your personal records.
If you have any questions regarding the data shown above, please contact Linna
Hon or Julie Hata.
If you would like to view further details on your option grants, please view
your online AST account at http://www.aststockplan.com.
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