**EXHIBIT10.1**

** **

**PAYMENT AGREEMENT ANDGENERAL RELEASE**

THIS PAYMENT AGREEMENTAND GENERAL RELEASE (this “Agreement”) is made and entered into as ofApril 11, 2002 by and among U-C Holdings, L.L.C., a Delaware limited liabilitycompany (“Holdings”), CTN Media Group, Inc., a Delaware corporation (the“Company”), and Neil H. Dickson (“Executive”).  Holdings, the Company and Executive aresometimes referred to herein as the “Parties.”  Unless otherwise provided herein, capitalized terms shall havethe meanings set forth in that certain Fifth Amended and Restated LimitedLiability Company of U-C Holdings, L.L.C. (as amended from time to time, the “LLCAgreement”), dated April 5, 2001, by and among the members of Holdings.

Effective as of April 14,2002 (the “Termination Date”), Executive will no longer be employed bythe Company, and the Parties have agreed to the terms set forth herein withrespect to such termination.  ThisAgreement will become effective upon the Effective Date (as defined below). TheCompany shall have no obligations to make payments to Executive under thisAgreement prior to the Effective Date (as defined below).

Executive holds 275 ClassA Management Units of Holdings (collectively referred to as the “ExecutiveSecurities”).

In consideration of themutual covenants and agreements made herein, and of the mutual benefit derivedhereby, the Parties, intending to be legally bound, hereby agree as follows:

**TERMINATION**

# 1.             Termination of Employment;Severance.

## (a)           Effective as of the Termination Date,Executive will no longer be employed by the Company, and the Parties herebywaive the notice provisions set forth in that certain Employment Agreementdated April 15, 2000, as amended on February 1, 2001 among Holdings, theCompany and Executive (the “Employment Agreement”).

## (b)           Except (i) as required by law, (ii)as specifically provided in this Section 1, (iii) for the paymentof earned but unpaid Base Salary (as defined in the Employment Agreement)through the Termination Date and (iv) for the payment of incurred butunreimbursed expenses that have been previously submitted to and approved bythe Company, through the Termination Date, all of the Company’s obligationsunder the Employment Agreement (including, but not limited to, with respect tomaking payments or providing any other benefits) shall terminate automaticallyas of the Termination Date.

## (c)           Executive has obtained new employment(at the request of Holdings and the Company) at a salary expected to be lessthan his Base Salary.  Accordingly,during the Termination Period (as defined below), the Company hereby agrees topay to Executive, in accordance with the standard payroll policies andpractices of the Company from time to time, an aggregate amount per month equalto the excess, if any, of (i) the portion of Executive’s Base

##  

## 1

## 

##  

## Salary which would havebeen owing to Executive at such time had Executive remained employed by theCompany over (ii) the portion of Estimated Income (as defined below) to whichExecutive is entitled at such time. Promptly following the end of each Payment Period (as defined below),Executive shall certify as to the amount of his Actual Income for such PaymentPeriod and provide such other information as reasonably requested by theCompany.  Within 30 days afterExecutive’s Actual Income is finally determined and Executive has certified asto the amount of his Actual Income, either (I) the Company shall pay toExecutive an amount, if any, equal to the lesser of (A) the excess, ifany, of Estimated Income over Actual Income for such period and (B) theexcess, if any, of Base Salary over Actual Income for such period, or(II) Executive shall pay to the Company, to the extent Executive hasreceived payments from the Company, an amount, if any, equal to the lesser of(A) the excess, if any, of Actual Income over Estimated Income for suchperiod and (B) the excess, if any, of Base Salary over Estimated Incomefor such period.  The Company shall havethe right to reduce future monthly payments to Executive up to and to theextent Executive fails to pay to the Company amounts due (if any) underclause (II) above.  The “2002Payment Period” shall be the period from April 15, 2002 to January 31,2003.  The “2003 Payment Period”shall be the period from February 1, 2003 to January 31, 2004.  The “2004 Payment Period” shall bethe period from February 1, 2004 to April 14, 2004.  The 2002 Payment Period, 2003 Payment Periodand 2004 Payment Period are collectively referred to herein as the “PaymentPeriods.”  The Parties acknowledgethat Executive’s Base Salary with respect to each Payment Period is inaccordance with Schedule A.

## (d)           The Parties acknowledge that theCompany intends to retain Executive and Executive’s law firm as its counsel forall matters for which Executive’s law firm is qualified (as determined in goodfaith by the Company’s board of directors); it being understood that theCompany will receive competitive pricing from Executive’s law firm and suchretention will be at all times subject to the Company’s satisfaction with suchlaw firm’s performance, as determined in good faith by the Company’s board ofdirectors.  Further, the Partiesacknowledge that Executive may undertake legal representation of Jason Elkin oran entity formed by Mr. Elkin.  Althoughthe Parties do not believe that there is currently a conflict of interest insaid representation, a potential conflict or an appearance of a conflict mayexist.  The Company and Holdings agreeto Executive’s representation of Mr. Elkin or an entity formed by Mr. Elkin,and waive and such potential conflict; provided however, Executive shall notrepresent Mr. Elkin in a matter against or otherwise adverse to the Company orany of its affiliates, including Holdings, Willis Stein & Partners and anyof their affiliates.

## (e)           Notwithstanding the foregoing, duringthe Termination Period, Executive shall be entitled, at the Company’s expense,to elect COBRA under the Company’s health, dental and vision plan.

## (f)            Effective as of the Closing Date,Executive agrees that Sections 8, 9, 10, 11, 12, 13, 14, 15, 16, 18, 19 and 20of the Employment Agreement (as amended by this paragraph, the “SurvivingProvisions”) shall remain in full force and effect except that the term“Employment Period,” where used therein, shall be read as “Termination Period”(as defined below).  Executive agreesand acknowledges that, in the event of a breach by Executive of Section 8, 9 or10 of the Employment Agreement, Executive shall no longer be entitled to receiveany payments or benefits hereunder. Notwithstanding the foregoing, the Parties acknowledge that Executive’slegal representation of companies, even if competitive with the

##  

## 2

## 

##  

## Company, shall not be inviolation of Section 10 of the Employment Agreement provided that Executive isnot an employee, officer, director or manager of, a partner in, or a holder ofmore than 2% of the equity interests of, a competitor of the Company; it beingunderstood that this acknowledgement shall not be deemed a waiver by any of theParties of Executive’s obligations under Section 10 of the EmploymentAgreement.

## (g)           On the Effective Date, the Companyshall transfer ownership to Executive of the laptop computer currently utilizedby Executive.

## (h)           The following terms have the meaningsset forth below:

                                                                                (i)            “Actual Income” means theaggregate amount of gross income, including all payments, in whatever form, inthe nature of compensation (including, without limitation, guaranteed paymentsor distributive shares of income from a partnership (determined on the basis ofbook income where book income differs from taxable income), salary, bonus,profit-sharing and fringe benefits (excluding firm and department retreats andparties, malpractice insurance and other insurance benefits provided to allemployees of the same class, reimbursement or payment of parking, meal andother similar work–related expenses, reimbursable expenses or payment forequipment, tools and supplies, cafeteria plans funded by Executive and seminarfees)) to which Executive is entitled from his employment with any person orentity during a Payment Period (including, without limitation, any taxes andother amounts withheld with respect to the foregoing).

                                                                                (ii)           “Estimated Income” means, withrespect to any Payment Period, the Parties mutually agreed estimate of whatExecutive’s Actual Income will be for such period (as adjusted in good faith bythe Parties to reflect significant changes in Executive’s compensation duringany such Payment Period).  The Partiesagree that Executive’s Estimated Income with respect to the 2002 Payment Periodwill be $197,916.64.  If the Partiescannot agree on the determination of Executive’s Estimated Income following the2002 Payment Period, so long as Executive is employed by Executive’s new lawfirm, then the Parties agree that Executive’s Estimated Income will be$250,000.00 with respect to the 2003 Payment Period and $52,083.33 with respectto the 2004 Payment Period.

                                                                                (iii)          “COBRA” means the ConsolidatedOmnibus Reconciliation Act of 1985, as amended from time to time.

                                                                                (iv)          “Termination Period” means theperiod commencing on the Effective Date and ending on the April 14, 2004.

**PURCHASE OF EXECUTIVESECURITIES**

# 2.             Purchase and Sale of ExecutiveSecurities.

## (a)           On the terms set forth herein,Executive hereby agrees to sell to Holdings, and Holdings hereby agrees topurchase from Executive, 175 Class A Management Units (the “RepurchasedExecutive Securities”) free and clear of all Encumbrances (as definedbelow) and

##  

## 3

## 

##  

## all rights with respectthereto. The Company and Holdings agree that the repurchase option shall beterminated with respect to, and shall not apply to, the 100 Class A ManagementUnits (the “Retained Executive Securities”) retained by Executive.  The purchase price for the RepurchasedExecutive Securities shall be $175.

## (b)           At the closing of the purchase andsale of the Repurchased Executive Securities (the “Closing”), Holdingswill purchase the Repurchased Executive Securities.  The Closing shall take place at the Company’s offices on theEffective Date (the date that the Closing occurs is referred to as the “ClosingDate”), or at such other place as may be mutually agreeable to the partieshereto.

## (c)           Executive acknowledges that he hashad an opportunity to ask questions and receive answers concerning the termsand conditions of the sale of, and the value of, the Repurchased ExecutiveSecurities, and has had full access to such financial or other informationconcerning the Company and Holdings as he has requested.  Neither the Company nor Holdings makes anyrepresentation or warranty regarding the value of the Repurchased ExecutiveSecurities.

**MUTUAL RELEASES**

# 3.             Mutual Releases.

## (a)           In consideration of the payments andcovenants of Holdings and the Company set forth herein, Executive (on behalf ofhimself and his respective heirs, assigns or executors) hereby releasesHoldings, the Company, and their respective predecessors, successors andassigns, and their respective present and former direct or indirect affiliates,shareholders, subsidiaries, officers, directors, partners, members, managers,employees, agents and attorneys (collectively, the “Releasees”) from anyand all claims, actions, lawsuits, obligations, agreements, contracts,commitments and liabilities which exist or may exist of any kind whatsoever,whether known or unknown (collectively, “Claims”), which Executive(including any heirs, assigns or executors) now has or may in the future haveagainst any of the Releasees which relate in any way to Executive’s employmentwith the Company, Executive’s ownership of the Executive Securities orotherwise relate to Executive’s association with any of the Releasees prior tothe Effective Date; provided that “Claims” shall not include, and this Section3(a) shall not be deemed a release of, any obligations of Holdings or theCompany expressly set forth in this Agreement or in the LLC Agreement withrespect to the Retained Executive Securities. Notwithstanding the foregoing,Executive shall be entitled to the benefits of the indemnity provided by theLLC Agreement and the Company’s certificate of incorporation or bylaws as ofthe date hereof, and any subsequent changes to the certificate of incorporationor bylaws enlarging or reducing the indemnity granted to Executive shall notaffect the rights of Executive existing as of the date hereof.

## (b)           In consideration of the covenants ofExecutive set forth herein, Holdings, the Company and Willis Stein &Partners, L.P. each hereby releases Executive from any and all Claims whichHoldings and/or the Company (including their respective predecessors,successors and assigns, and their respective present and former direct orindirect subsidiaries) and/or Willis Stein & Partners, L.P. (also referredto as “Releasees”) now has or may in the future have against

##  

## 4

## 

##  

## Executive which relate inany way to Executive’s employment with the Company, Executive’s ownership ofthe Repurchased Executive Securities or otherwise relate to Executive’sassociation with any of the Company or Holdings prior to the Effective Date;provided that “Claims” shall not include, and this Section 3(b) shallnot be deemed a release of, any obligations of Executive expressly set forth inthis Agreement, the LLC Agreement or the Surviving Provisions of the EmploymentAgreement (as amended hereby).

## (c)           By entering into this Agreement, eachof the Parties intends that it shall be effective as a bar to each and everyone of the Claims hereinabove mentioned or implied. Each of the Partiesexpressly consents that this Agreement shall be given full force and effectaccording to each and all of its express terms and provisions, including thoserelating to unknown and unsuspected Claims. Each of the Parties acknowledges and agrees that the provisions hereofare reasonable in context and scope and that this waiver is an essential andmaterial term of this Agreement and without such waiver the Parties would nothave made the promises described in this Agreement.

## (d)           Each of the Parties further agreesthat in the event such Party brings its own Claim in which it seeks damagesagainst the Releasees or in the event such Party seeks to recover against anyother Party or any of the Releasees in any Claim brought by a governmentalagency on such person’s behalf, the releases set forth in this Agreement shallserve as a complete defense to such Claims.

## (e)           Executive acknowledges that theCompany has provided Executive at least twenty-one (21) days to decide whetherto execute this Agreement.  Executiveunderstands he has up to seven (7) days to revoke this Agreement after itsexecution, and that this Agreement, including the release and waiver in Section3(a) above, shall not be effective and enforceable until the eighth dayfollowing its execution provided that Executive has not revoked this Agreementprior to such time (the “Effective Date”).  Executive hereby agrees and acknowledges that the Company shallhave no obligations to make payments to him hereunder unless and until theEffective Date occurs.

**REPRESENTATIONS ANDWARRANTIES**

# 4.             Representations and Warrantiesof Executive.  Executive representsand warrants to Holdings and the Company as follows:

## (a)           Authorization.  Executive has the power and capacity toexecute and deliver this Agreement, to perform fully his obligations hereunderand to consummate the actions contemplated hereby.  Executive has duly executed and delivered this Agreement and thisAgreement is a legal, valid and binding obligation of Executive, enforceableagainst Executive in accordance with its terms, except as such enforceabilitymay be limited by (a) applicable insolvency, bankruptcy, reorganization,moratorium or other similar laws affecting creditors’ rights generally and (b)applicable equitable principles (whether considered in a proceeding at law orin equity).

## (b)           Ownership of the ExecutiveSecurities.  All of the ExecutiveSecurities are owned of record and beneficially by Executive, and Executive hasgood and marketable title to

##  

## 5

## 

##  

## such ExecutiveSecurities, free and clear of any security interests, claims, liens, options,pledges, charges, encumbrances, voting trusts, proxies or other restrictions ofany kind whatsoever (“Encumbrances”). Executive shall transfer to Holdings good and marketable title to theRepurchased Executive Securities.

## (c)           Executive’s Understanding;Instruction to Consult Counsel. Executive acknowledges that he understands the contents of thisAgreement, that he is competent to enter into this Agreement and that he hadbeen advised to consult, and has consulted, with an attorney concerning thisAgreement, and that his signature has not been obtained by duress.

## (d)           Return of ConfidentialInformation, Etc.  In accordancewith Section 8 of the Employment Agreement, Executive shall deliver on or priorto the Termination Date to the Company all memoranda, notes, plans, records,reports, computer tapes, printouts and software and other documents (and copiesthereof) relating to Confidential Information, Work Product (as such terms aredefined in the Employment Agreement) or the business of Holdings, the Companyor any Subsidiary which he possesses or has under his control; provided howeverthat, Executive shall retain copies of legal files necessary for Executive’srepresentation of the Company.

# 5.             Representation and Warranty ofthe Company and Holdings.  Each ofthe Company and Holdings represents and warrants to Executive that the Companyand Holdings have the power and authority to execute and deliver thisAgreement, to perform fully their obligations hereunder and to consummate theactions contemplated hereby. Each of the Company and Holdings has duly executedand delivered this Agreement and this Agreement is a legal, valid and bindingobligation of the Company and Holdings enforceable against the Company andHoldings in accordance with its terms, except as such enforceability may belimited by (a) applicable insolvency, bankruptcy, reorganization, moratorium orother similar laws affecting creditors’ rights generally and (b) applicableequitable principles (whether considered in a proceeding at law or in equity).

**MISCELLANEOUS**

# 6.             Nondisparagement.  Each Party agrees that it will not makenegative or disparaging comments regarding each other, except as may berequired under law.

# 7.             Survival of Representations andWarranties.  All representations andwarranties contained herein shall survive the execution and delivery of thisAgreement and the transfer of the Repurchased Executive Securities hereunder.

# 8.             Governing Law.  This Agreement will be governed by andconstrued in accordance with the internal laws of the State of Delaware,without giving effect to any choice of law or conflict of law provision or rule(whether of the State of Delaware or any other jurisdiction) that would causethe application of the laws of any jurisdiction other than the State ofDelaware.

# 9.             Further Assurances; Assistanceand Cooperation.  After theexecution hereof, as and when requested by Holdings, Executive shall, withoutfurther consideration, execute and deliver all such instruments of conveyanceand transfer and shall take such further actions as

 

6

----

 

# may be reasonablynecessary in order to confirm the transfer of the Repurchased ExecutiveSecurities to Holdings and the other matters provided herein.  Further, Executive agrees to reasonablyassist and cooperate with the Company and Holdings and their attorneys andadvisors in connection with any litigation, arbitration or other proceedinginvolving the Company, Holdings or any of the Releasees (including, withoutlimitation, all currently pending litigation); provided that the Company shallreimburse Executive for any reasonable travel or other incidental out-of-pocketexpenses incurred by Executive in connection with the provision of suchassistance subject to prior approval by the Company of the incurrence of suchexpenses.

# 10.           Complete Agreement.  This Agreement constitutes the entireagreement between the Parties hereto regarding the subject matter of thisAgreement and supersedes and preempts any prior understandings, agreements orrepresentations, written or oral, which may have related to the subject matterhereof.

# 11.           Headings.  The headings used in this Agreement are forthe purpose of reference only and will not affect the meaning or interpretationof any provision of this Agreement.

# 12.           Counterparts.  The Parties may execute this Agreement inseparate counterparts (no one of which need contain the signatures of allParties), each of which will be an original and all of which together willconstitute one and the same instrument.

# 13.           Remedies.  Each of the Parties will be entitled toenforce its rights under this Agreement specifically, to recover damages andcosts (including attorney’s fees) caused by any breach of any provision of thisAgreement, and to exercise all other rights existing in its favor.  The Parties agree and acknowledge that moneydamages may not be an adequate remedy for any breach of the provisions of thisAgreement and that any Party may in its sole discretion apply to any court oflaw or equity of competent jurisdiction (without posting any bond or deposit)for specific performance and/or other injunctive relief in order to enforce orprevent any violations of the provisions of this Agreement and/or the SurvivingProvisions of the Employment Agreement.

# 14.           Arbitration.  Except as set forth in Section 13,any controversy or claim arising out of or relating to this Agreement shall besettled exclusively by final and binding arbitration in accordance with therules of the American Arbitration Association and shall take place in Delaware.Judgment upon the arbitration award may be enforced in any court havingjurisdiction thereover. The Party against whom any proceeding hereunder isfinally resolved shall bear the costs of (a) each Party’s respective attorneys,witnesses and experts in connection with such arbitration and (b) thearbitrator.

# 15.           Successors and Assigns.  This Agreement shall bind and inure to thebenefit of and be enforceable by each of the Parties and their respectivesuccessors, heirs, executors and assigns.

# 16.           No Admission.  This Agreement, and any negotiations ordiscussions connected with it, shall not, in any event or respect, constituteor be construed as, or be deemed to be evidence of, an admission of, orconcession of, any wrongdoing by any Party. The Parties acknowledge, understand and agree that the fact of, termsof, and negotiations and discussions

 

7

----

 

# leading up to thisAgreement are covered by Federal Rule of Evidence 408, and any state lawequivalents, as offers of compromise, and thus are not evidence and may not beused or referred to in any litigation, except to enforce this Agreement and itsterms.

# 17.           No Strict Construction.  The language used in this Agreement shall bedeemed to be the language chosen by the Parties to express their mutual intent,and no rule of strict construction shall be applied against any Party.

# 18.           Press Release.  Any press release or public announcementregarding this Agreement or the termination of Executive’s employment shall bein a form mutually acceptable to the Parties, except as required by law.

# 19.           D&O Insurance.  The Company agrees to continue through theTermination Period, at a reasonable cost to the Company, Executive’s coverageunder its director and officer insurance policy with respect to the periodduring which Executive was an officer of the Company and to the extentpermitted by such policy.

# 20.           Severability.  Should any provision of this Agreementadjudged to any extent invalid by any court or tribunal of competentjurisdiction or arbitrator, each provision shall be deemed modified to theminimum extent necessary to render it enforceable.

***              *              *              ***

** **

8

----

 

IN WITNESS WHEREOF, theParties hereto have executed this Agreement on the day and year first abovewritten.

 
|   |   | /s/ Neil H. Dickson                      |
|--------|--------|------------------------------------------|
|   |   | Neil H. Dickson                          |
|   |   |                                     |
|   |   | U-C HOLDINGS, L.L.C.                     |
|   |   |                                     |
|   |   | By: WILLIS STEIN &  PARTNERS, L.P.   |
|   |   | Its: Managing Member                     |
|   |   |                                     |
|   |   | By: Willis Stein &  Partners, L.L.C. |
|   |   | Its: General Partner                     |
|   |   |                                     |
|   | By:    |                                     | /s/ Avy H. Stein |
|   | Its:   |                                     | Managing Director |
|   |   |                                     |
|   |   | CTN MEDIA GROUP, INC.                    |
|   |   |                                     |
|   | By:    |                                     | /s/ Pat Doran |
|   | Name:  |                                     | Pat Doran |
|   | Its:   |                                     | Chief Financial Officer |
|        |        |                                          |  |  |  |  |  |  |  |

 

 

9

----

 

*(SIGNATURE PAGE TO PAYMENT AGREEMENT AND GENERAL RELEASE)*

 

 

Solely with respect to Section 3 of this Agreement,

agreed to on this           day of April, 2002 by:

 

WILLIS STEIN & PARTNERS, L.P.

 

By: Willis Stein & Partners, L.L.C.Its: General Partner

 
| By:  | /s/ Avy H. Stein  |
|------|-------------------|
| Its: | Managing Director |

 

 

 

10

----

 

**SCHEDULE A**

 

**PRORATED BASE SALARY**

 

 

| April 15, 2002  to April 30, 2002 |   | $ | 17,645.84 |   |
|-----------------------------------|--------|---|-----------|--------|
| May 2002                          |   | $ | 35,291.67 |   |
| June 2002                         |   | $ | 35,291.66 |   |
| July 2002                         |   | $ | 35,291.67 |   |
| August 2002                       |   | $ | 35,291.66 |   |
| September 2002                    |   | $ | 35,291.67 |   |
| October 2002                      |   | $ | 35,291.66 |   |
| November 2002                     |   | $ | 35,291.67 |   |
| December 2002                     |   | $ | 35,291.66 |   |
| January 2003                      |   | $ | 35,291.67 |   |
| February 2003                     |   | $ | 35,291.66 |   |
| March 2003                        |   | $ | 35,291.67 |   |
| April 1, 2003 to  April 14, 2003  |   | $ | 17,645.84 |   |
| April 15, 2003  to April 30, 2003 |   | $ | 19,410.41 |   |
| May 2003                          |   | $ | 38,820.83 |   |
| June 2003                         |   | $ | 38,820.84 |   |
| July 2003                         |   | $ | 38,820.83 |   |
| August 2003                       |   | $ | 38,820.84 |   |
| September 2003                    |   | $ | 38,820.83 |   |
| October 2003                      |   | $ | 38,820.84 |   |
| November 2003                     |   | $ | 38,820.83 |   |
| December 2003                     |   | $ | 38,820.84 |   |
| January 2004                      |   | $ | 38,820.83 |   |
| February 2004                     |   | $ | 38,820.84 |   |
| March 2004                        |   | $ | 38,820.83 |   |
| April 1, 2004 to  April 14, 2004  |   | $ | 19,410.41 |   |

 

 

 

11

----