Ziff Davis Media Board of Directors Appointment Letter to Susan E. Alderton

Summary

Ziff Davis Media offers Susan E. Alderton a position on its Board of Directors as Audit Committee Chairperson, effective at the first 2006 Board meeting. Compensation is $50,000 per year, paid monthly, with a recommended stock option package valued at up to $250,000. The letter outlines the timing of board meetings and provides contact information for further questions. The agreement is contingent on Alderton's acceptance and is intended to formalize her appointment and compensation terms.

EX-10.41 3 y18951exv10w41.txt EX-10.41: LETTER Exhibit 10.41 Susan E. Alderton December 6, 2005 Managing Executive Stephens Financial Group 65 East 55th Street New York, NY 10022 Dear Susan, This constitutes a formal offer for you to join the Ziff Davis Media Board of Directors and be its Audit Committee Chairperson. The total compensation for the position is $50,000 per year and will be paid monthly. The Compensation Committee will also recommend a stock option package for you with potential liquidation value of $250,000. Your directorship would become effective with our first 2006 Board meeting which is currently scheduled for January 12 at our offices in New York City. We'll have three other Board meetings during 2006 (the dates yet to be determined in March, June and September), with one of them taking place at Willis Stein & Partners' offices in Chicago. Our CFO, Mark Moyer, can answer any questions you may have about Audit Committee meeting dates; meetings with our auditors, Grant Thornton; Sarbanes-Oxley compliance plans; etc. Susan, it was great meeting with you to discuss Ziff Davis' progress and future plans and we look forward to the opportunity of working with you to complete our mission and deliver full value to all of our stakeholders and employees. Happy Holidays ! /s/ R. F. Callahan Cc: Mark Moyer