Exhibit 10.29


 


SEPARATION AGREEMENT


 


This Separation Agreement
(“Agreement”), dated as of December 2, 2003, is entered into by and between
Charles G. McCurdy (“McCurdy”) and PRIMEDIA Inc. (together with its
subsidiaries and affiliates, “PRIMEDIA”) (which, together with its successors,
subsidiaries, officers, directors and each holder, directly or indirectly (as
of the date of this Agreement), of at least ten percent (10%) of the
outstanding common stock of PRIMEDIA (the “Shareholders”), are collectively referred
to as the “Beneficiaries”).


 


WHEREAS, PRIMEDIA and
McCurdy entered into an Employment Agreement, dated as of April 19, 2002 (the
“Employment Agreement”); and


 


WHEREAS, McCurdy has
provided PRIMEDIA with a notice of resignation of his employment with PRIMEDIA
dated November 1, 2003 (the “Trigger Date”), effective as of November 30, 2003
(the “Termination Date”), pursuant to Section 12(d) of the Employment
Agreement; and


 


WHEREAS, effective as of the
Termination Date, McCurdy’s employment with PRIMEDIA shall terminate; and


 


WHEREAS, McCurdy and
PRIMEDIA, on behalf of all the Beneficiaries, have agreed to resolve and settle
any and all of their disputed claims and all differences between them with
respect to events occurring on or prior to the Termination Date, including, but
in no way limited to, any differences that might arise in connection with
McCurdy’s employment with PRIMEDIA, McCurdy’s rights as an equityholder of
PRIMEDIA, and the termination of McCurdy’s employment; and


 


NOW, THEREFORE, in consideration
of the recitals, promises, and other good and valuable consideration specified
herein, the receipt and sufficiency of which is hereby acknowledged, McCurdy
and PRIMEDIA, on behalf of all the Beneficiaries, agree as follows:


 


1.             PAYMENTS AND BENEFITS


 


1.1           Payments.  PRIMEDIA will pay to McCurdy the following
amounts at the times and periods specified in this Section, in consideration
for McCurdy entering into this Agreement, specifically including the General
Release (as described in Section 2 below) and other restrictive covenants
identified herein:


 


(a)           Continuation of Employment Through
Termination Date.  Effective as of
the Trigger Date through the Termination Date, PRIMEDIA shall continue to
provide McCurdy with (i) payment of his current base salary, in accordance with
PRIMEDIA’s normal payroll practices, and (ii) continued coverage under all
employee benefit plans and provision of all welfare, pension and fringe
benefits to which McCurdy was entitled to receive thereunder immediately prior
to the date of this Agreement.  In
addition to the foregoing, and notwithstanding anything set forth in Section
2.2 of this Agreement to the contrary, on December 5, 2003, PRIMEDIA shall
provide McCurdy with a lump sum payment equal to the amount of McCurdy’s current
base salary that would have been payable to McCurdy in respect of the period
commencing on the Termination Date and ending on December 5, 2003, if McCurdy
had continued to be employed by PRIMEDIA during such period.


 


(b)           Base Salary Severance Payments.  Subject to the expiration of the Revocation
Period (as defined in Section 2.2 below), on January 5, 2004, PRIMEDIA will pay
to McCurdy a lump sum payment equal to $1,477,304, which amount represents the
present value of McCurdy’s current rate of annual base salary ($750,000)
otherwise payable to McCurdy in


 

















 


substantially
equal installments over the twenty-four month period following the Termination
Date, which present value will be calculated using as the discount rate the
Applicable Federal Rate specified under Section 1274 of the Internal Revenue
Code of 1986, as amended (the “Code”) for short-term Treasury obligations (as
published by the Internal Revenue Service for the month in which such
termination occurs) (the “Discount Rate”), pursuant to and payable in
accordance with Section 12(d)(ii) of the Employment Agreement (the “Base
Salary Payment”).


 


(c)           2003 Pro rata Annual Bonus Payment.  Subject to the expiration of the Revocation
Period, on January 5, 2004, PRIMEDIA will pay to McCurdy, in a lump sum, an
amount equal to $446,875, which amount represents eleven/twelfths of McCurdy’s
target annual incentive award payable under PRIMEDIA’s annual incentive plan
(the “Annual Incentive Award”) (based on a target Annual Incentive Award equal
to 65% of McCurdy’s current base salary) in respect of PRIMEDIA’s fiscal year
ending December 31, 2003 (“the “Pro rata Bonus Amount”).


 


(d)           Target Bonus Payments.  Subject to the expiration of the Revocation
Period, on January 5, 2004, PRIMEDIA will pay to McCurdy a lump sum payment
equal to $960,247, which amount represents the present value of the target
Annual Incentive Award (based on a target Annual Incentive Award equal to 65%
of McCurdy’s current base salary) in respect of the fiscal year ending December
2003 otherwise payable to McCurdy over the twenty-four month period following
the Termination Date in accordance with Section 12(d)(iv) of the Employment
Agreement, which present value will be calculated using the Discount Rate.


 


(e)           Additional Payment.  Subject to the expiration of the Revocation
Period, on January 5, 2004, PRIMEDIA will pay to McCurdy a lump sum payment
equal to $225,000, which amount represents a special bonus payable in respect
of McCurdy’s services performed in connection with the restructuring of
PRIMEDIA.


 


(f)            Accrued Rights.  Promptly following the Termination Date,
PRIMEDIA will pay to McCurdy a lump sum payment equal to the sum of (i) any
unpaid Base Salary accrued through the Termination Date, (ii) $57,642 in
respect of all accrued but unused vacation days, and (iii) the amount of any
unreimbursed business expenses incurred by McCurdy in accordance with Company
policy prior to the Termination Date.


 


(g)           Attorneys Fees.  PRIMEDIA will pay to McCurdy’s counsel,
Cadwalader Wickersham & Taft, or reimburse McCurdy for all reasonable fees
(including costs and expenses incurred thereby) of McCurdy’s legal counsel for
such counsel’s legal services provided to McCurdy in connection with the
negotiation and settlement of the subject matter contained in this Agreement,
within thirty (30) days after receipt of a bill for all such services.


 


(h)           Indemnification.  PRIMEDIA shall continue to provide McCurdy
with the protections and benefits under, and honor the provisions of, Sections
15(a) and (b) of the Employment Agreement. 
In connection with the foregoing, following the Termination Date and for
so long as PRIMEDIA continues to maintain a directors’ and officers’ liability
insurance policy providing coverage to former executive officers of PRIMEDIA, McCurdy
shall be entitled to coverage under such policy to the extent provided to such
other former executive officers of PRIMEDIA.


 


1.2           Stock Options.


 


With
respect to the outstanding options to purchase shares of common stock of
PRIMEDIA (“Stock”) held by McCurdy as of the date hereof (the “Options”),
notwithstanding the provisions of any of the option award agreements pursuant
to which McCurdy was granted such options (as amended, if


 


2

















 


applicable) (the “Option
Agreements”), effective as of the Termination Date: (a) all of the Options that
have not already vested as of the Termination Date shall vest and become fully
exercisable; (b) all of the Options shall remain exercisable until (and may not
be exercised at any time after) the later of (i) the expiration date of the
Options as set forth in the applicable Option Agreements, as if no termination
of employment had occurred and (ii) November 30, 2008; and (c) PRIMEDIA shall
take all corporate action reasonably necessary to provide that all shares of
Stock issued upon exercise of the Options shall, so long as at the time of such
exercise PRIMEDIA is subject to Section 12(g) of the Securities Exchange Act of
1934, as amended, at such time be registered on a Form S-8 (or any successor
forms) under the Securities Act of 1933, as amended.  Except as set forth specifically herein, nothing in this Section
1.2 shall be construed to amend, alter, revise or change any other terms or
conditions of the applicable Option Agreements.


 


1.3           Other Employee Benefits


 


(a)           Group Health Coverage.  Effective as of the Termination Date,
PRIMEDIA shall continue to provide McCurdy and his eligible dependents with
medical and dental benefits pursuant to PRIMEDIA’s health and dental benefit
program provided to senior employees of PRIMEDIA, as in effect from time to
time, as if he had continued to be an active employee commensurate with the
position he held prior to the Termination Date, at such levels as are provided
to senior employees of PRIMEDIA and their eligible dependents from time to time
(“Medical Coverage”) until the earlier of (i) the expiration of the twenty-four
month period commencing on the Termination Date (the “Severance Period”), or
(ii) the date or dates that McCurdy becomes eligible for coverage and benefits
under the plans and programs of a subsequent employer, as applicable.  Notwithstanding the foregoing, (w) as a
condition to receiving the benefits hereunder, McCurdy and his eligible
dependents shall elect to receive group health benefit coverage from PRIMEDIA
as permitted pursuant to the Consolidated Omnibus Reconciliation Act of 1985,
as amended (“COBRA”), which coverage shall begin on the Termination Date and
run through the period provided pursuant to COBRA (the “COBRA Coverage
Period”), which coverage shall be deemed to be satisfied by the provision of
the Medical Coverage through the COBRA Coverage Period, (x) during the
Severance Period, McCurdy shall only be required to pay for the Medical
Coverage at the same rates that McCurdy is required to pay for such coverage
immediately prior to the Termination Date, (y) the Medical Coverage provided to
McCurdy and his eligible dependents by PRIMEDIA under this Agreement shall be
in full satisfaction of PRIMEDIA’s obligations to McCurdy and his eligible
dependents under COBRA, the Employment Agreement and this Agreement, and (z) if
at any time during the Severance Period it is not possible for PRIMEDIA to
provide the Medical Coverage in accordance with this Section 1.3(a), PRIMEDIA
shall pay McCurdy an amount which, after payment by McCurdy of applicable
taxes, is sufficient for him to purchase equivalent benefits, in accordance
with Section 12(d)(vi) of the Employment Agreement.


 


(b)           Other Benefit Plans.  McCurdy hereby acknowledges that the terms
of those PRIMEDIA benefit plans that provide the benefits listed on Schedule A,
attached hereto, do not permit McCurdy to continue to participate in such plans
following the Termination Date.  In
connection with the foregoing and in satisfaction of its obligations under
Section 12(d)(vi) of the Employment Agreement, PRIMEDIA shall provide McCurdy
with cash payments that are sufficient for McCurdy to obtain benefits that are
equivalent to the benefits to which McCurdy was entitled immediately prior to
the Termination Date, as set forth on Schedule A (the “Benefit Payments”).  The Benefit Payments shall be payable in
such amounts, and at such times, as also set forth on Schedule A.  To the extent the Benefit Payments are
subject to Federal, state or local income, employment and other taxes, PRIMEDIA
will provide McCurdy with an additional payment such that, after payment of all
such taxes, McCurdy will retain an amount equal to the corresponding Benefit
Payments.  McCurdy hereby acknowledges
and agrees that the amounts set forth on Schedule A attached hereto are
sufficient for McCurdy to purchase benefits that are


 


3

















 


equivalent to those
corresponding benefits that he was eligible to receive immediately prior to the
Termination Date, as identified on Schedule A and are in full satisfaction of
PRIMEDIA’s obligations to McCurdy under Section 12(d)(vi) of the Employment
Agreement.


 


1.4           Fringe Benefits.


 


(a)           Office Accommodations and Secretarial
Stipend.  PRIMEDIA shall: (i) for
the period commencing on the date on which the improvements currently being
made to the office space leased by PRIMEDIA for McCurdy’s benefit at 450 Park
Avenue, New York, New York  (“Leased Office”) are substantially
completed (which shall be completed no later than December 15, 2003), and
ending on the last day of the twenty-fifth month following such date, provide
McCurdy with (x) the Leased Office and (y) such furnishings as are mutually
agreed upon by the parties hereto (including, without limitation, those
furnishings provided to McCurdy by PRIMEDIA prior to the Termination Date and
held in storage for the benefit of McCurdy as of the date of this Agreement,
which furnishings PRIMEDIA has agreed to transfer title thereof to McCurdy, to
the extent such title is held by PRIMEDIA); (ii) during the Severance Period,
provide McCurdy with McCurdy’s current laptop computer and Blackberry, a
desktop personal computer of the type currently used by the personal assistants
to the senior executives of PRIMEDIA, technical support for such computers, and
telecommunications at the Leased Office, and (iii) during the Severance Period,
pay to McCurdy or his designee, $6,000 per month in arrears, which payment
shall satisfy all obligations of PRIMEDIA to provide McCurdy with any payment
or reimbursement for a full-time secretary or otherwise provide such
secretarial support.


 


(b)           Tax Preparation and Financial
Counseling Services.  PRIMEDIA shall
reimburse McCurdy for reasonable expenses he incurs (i) in connection with the
preparation and filing of McCurdy’s Federal, state and local income tax returns
for each of McCurdy’s tax years occurring during the Severance Period by a
qualified tax professional selected by McCurdy and (ii) in connection with any
financial consulting services provided to McCurdy during the Severance Period
by a qualified financial consulting professional selected by McCurdy.


 


1.5           Tax Withholding.  PRIMEDIA may withhold from any amounts
payable in cash under this Agreement such Federal, state and local income,
employment and other taxes as may be required to be withheld in respect of any
payment and/or any benefit provided for under this Agreement pursuant to any
applicable law or regulation.


 


1.6           Full Satisfaction
of Potential Claims.  McCurdy hereby
acknowledges and agrees that his receipt and satisfaction of all payments and
benefits provided in this Section 1 of this Agreement will constitute full and
final payment, accord and satisfaction of any and all potential claims
described in the General Release (as defined in Section 2 of this Agreement)
against the PRIMEDIA Releasees (as defined in Section 2 of this Agreement).


 


2.             RELEASES; MCCURDY REPRESENTATIONS


 


2.1           General Release.


 


(a)           For
and in consideration of the payment of the amounts and the provision of the
benefits described in Section 1 of this Agreement and PRIMEDIA’s agreement set
forth in Section 2.1(b) below, McCurdy hereby agrees to execute a release of
all claims against the Beneficiaries in the form attached as Exhibit I hereto
(the  “General Release”).


 


(b)           Subject to McCurdy’s
execution of the General Release, PRIMEDIA hereby agrees that, immediately
following the expiration of the Revocation Period, PRIMEDIA shall, on behalf of


 


4

















 


the Beneficiaries, execute a
release of all claims against McCurdy in the form attached as Exhibit II
hereto (the “PRIMEDIA Release”, together with the General Release, the “Mutual
Releases”).


 


2.2           McCurdy’s
Representations and Warranties. 
McCurdy represents that he has read carefully and fully understands the
terms of this Agreement, and that McCurdy has been advised to consult with an
attorney and has availed himself of the opportunity to consult with an attorney
prior to signing this Agreement. 
McCurdy acknowledges and agrees that he is executing this Agreement
willingly, voluntarily and knowingly, of his own free will, in exchange for the
payments and benefits described in Section 1 of this Agreement, and that he has
not relied on any representations, promises or agreements of any kind made to
him in connection with his decision to accept the terms of this Agreement,
other than those set forth in this Agreement. 
McCurdy further acknowledges, understands, and agrees that as of the
Termination Date his employment with PRIMEDIA will be terminated, that the
provisions of Section 1 of this Agreement are in lieu of any and all payments
and benefits to which McCurdy may otherwise be entitled to receive pursuant to
the Employment Agreement, that McCurdy will not be reemployed by PRIMEDIA, and
that McCurdy will not apply for or otherwise seek employment with PRIMEDIA or
any of its parents, companies, subsidiaries, divisions or affiliates.  McCurdy
understands that, except as otherwise expressly provided for under this
Agreement, he will not receive any payments under this Agreement until the
seven (7) day revocation period provided for under the General Release has
passed, and then, only if he has not revoked the General Release (such period
during which no such revocation has occurred, the “Revocation Period”).


 


3.             EFFECTS OF SETTLEMENT; WAIVER OF JURY TRIAL


 


3.1           No
Admission.  McCurdy and PRIMEDIA, on
behalf of the Beneficiaries, agree that the payments and benefits by PRIMEDIA, and
the acceptance by McCurdy of the same, all as provided in Section 1 of this
Agreement, and the execution of this Agreement are the result of a compromise
of disputed claims, and shall never for any purpose be considered an admission
of liability or responsibility by the Beneficiaries, and PRIMEDIA, on behalf of
the Beneficiaries, expressly denies any liability.


 


3.2           Waiver of Jury
Trial.  TO THE FULLEST EXTENT
PERMITTED BY LAW, EACH OF THE PARTIES HERETO HEREBY WAIVES THEIR RESPECTIVE
RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING
OUT OF THIS AGREEMENT OR ANY DEALINGS BETWEEN THEM RELATING TO THE SUBJECT
MATTER OF THE TRANSACTIONS CONTEMPLATED HEREIN.  Each of the parties hereto also waives any bond or surety or
security upon such bond, which might, but for this waiver, be required of any
of the other parties. The scope of this waiver is intended to be all-encompassing
of any and all disputes that may be filed in any court and that relate to the
subject matter of this Agreement or the General Release, including, without
limitation, contract claims, tort claims, breach of duty claims, and all other
common law and statutory claims.  Each
of the parties hereto acknowledges that this waiver is a material inducement to
enter into a business relationship, that each has already relied on the waiver
in entering into this Agreement, and that each will continue to rely on the
waiver in their related future dealings. 
Each of the parties hereto further warrants and represents that each has
reviewed this waiver with his legal counsel and that each knowingly and
voluntarily waives his jury trial rights following consultation with legal
counsel.  This waiver is irrevocable,
meaning that it may not be modified either orally or in writing, and the waiver
shall apply to any subsequent amendments, renewals, supplements or
modifications to this Agreement.  In the
event of litigation, this Agreement may be filed as a written consent to a
trial by the court.


 


4.                                      CONFIDENTIALITY OF THIS AGREEMENT; CONTINUING
EFFECTIVENESS OF COVENANTS IN EMPLOYMENT AGREEMENT


 


4.1           Confidentiality;
Press Release.  McCurdy and PRIMEDIA
understand that confidentiality is of the essence in this Agreement and to
ensure such, both McCurdy and PRIMEDIA


 


5

















 


hereby mutually promise and
covenant to keep this Agreement, that certain letter agreement entered into by
and between McCurdy and Dean Nelson (on behalf of PRIMEDIA), dated November 30,
2003, attached as Exhibit III to this Agreement (the “Letter Agreement”)
and the Mutual Releases confidential and agree not to publish, declare or
disclose in any manner whatsoever the terms or conditions of this Agreement,
other than as required by law. 
Notwithstanding the prohibition in the preceding sentence: (a) McCurdy
and PRIMEDIA may disclose this Agreement, the Letter Agreement and the Mutual
Releases in confidence to their respective attorneys, accountants, auditors,
tax preparers, and financial advisors; (b) McCurdy and PRIMEDIA may disclose
this Agreement, the Letter Agreement and the Mutual Releases insofar as such
disclosure may be necessary to enforce its terms in a court of law or as may be
otherwise required by law; and (c) McCurdy may disclose the Letter Agreement to
any prospective employer (or an investor in such prospective employer).  In the event McCurdy may be required by
subpoena to disclose the terms of this Agreement, the Letter Agreement and the
Mutual Releases, he agrees to notify PRIMEDIA of such request promptly, and prior
to responding to such, provided that such disclosure is not prohibited by
applicable law.


 


(b)           Except as otherwise required by law, McCurdy and PRIMEDIA
hereby mutually agree not to issue any press release or otherwise publicize
this Agreement, the Letter Agreement or the Mutual Releases or the settlement
of their disputes, and to limit any statement in response to inquiry from the
news media or otherwise to: “The matter has been resolved on a confidential
basis.”


 


4.2           Statements by
PRIMEDIA.  PRIMEDIA shall not issue
or make, and shall use its commercially reasonable efforts to discourage the
other Beneficiaries from issuing or making, any press release or public
statement, as applicable, about McCurdy which is intended or reasonably likely
to disparage McCurdy, or otherwise degrade McCurdy’s reputation in the business
or industry in which McCurdy operates; provided that PRIMEDIA and/or the
other applicable Beneficiaries shall be permitted to (a) make any statement
that is required by applicable securities or other laws to be included in a
filing or disclosure document, subject to prior notice to McCurdy thereof, (b)
issue any press release or public statement regarding the fact of a termination
of McCurdy’s employment, subject to McCurdy’s prior review and approval
thereof, which approval shall not be unreasonably withheld by McCurdy, (c)
defend itself against any statement made by McCurdy that is intended or
reasonably likely to disparage any member of the Beneficiaries or otherwise
degrade any member of the Beneficiaries’ reputation in the business, industry
or legal community in which such member of the Beneficiaries
operates, only if PRIMEDIA and/or the other applicable Beneficiaries reasonably
believes that the statements made in such defense are not false statements and
(d) provide truthful testimony in any legal proceeding.


 


4.3           Statements by McCurdy.  McCurdy shall not at any time issue any press release or make any
public statement about the Beneficiaries regarding any of the foregoing’s
financial status, business, compliance with laws, ethics, members, managing
members, partners, personnel, directors, officers, employees, consultants,
agents, services, business methods or otherwise, which is intended or
reasonably likely to disparage any of the Beneficiaries, or otherwise degrade
any of the Beneficiaries’ reputation in the business, industry or legal
community in which any such member operates; provided that McCurdy shall
be permitted to (a) make any statement that is required by applicable securities
or other laws to be included in a filing or disclosure document, subject to
prior notice to PRIMEDIA thereof, (b) issue any press release or public
statement regarding the fact of a termination of McCurdy’s employment, subject
to PRIMEDIA’s prior review and approval thereof, which approval shall not be
unreasonably withheld by PRIMEDIA, (c) defend himself against any statement
made by PRIMEDIA or any of the other Beneficiaries that is intended or
reasonably likely to disparage McCurdy or otherwise degrade McCurdy’s
reputation in the business, industry or legal community in which McCurdy
operates, only if McCurdy reasonably believes that the statements made in such
defense are not false statements and (d) provide truthful testimony in any
legal proceeding.


 


4.4           Continuation of Restrictive Covenants; Separate
Liability.  McCurdy agrees and
acknowledges that, except as may be expressly otherwise agreed by the parties
hereto in writing, the restrictive covenants set forth in Section 26 of the
Employment Agreement shall continue in full force and


 


6

















 


effect
following the Termination Date, pursuant to their terms.  McCurdy further agrees and understands that
his obligations set forth in Sections 4.1, 4.2 and 4.3 of this Agreement (and
the restrictive covenants set forth in the Employment Agreement, as amended by
the Letter Agreement) are separate from any other provisions in this Agreement
and that any breach of those provisions (or any of the restrictive covenants of
the Employment Agreement, as amended by the Letter Agreement) may be treated by
the Beneficiaries as a breach of this covenant for which McCurdy may be
separately liable, and for which PRIMEDIA may, at its option, elect to cease
payment of any amounts hereunder and/or cease provision of the medical
insurance (in each case as otherwise provided pursuant to Section 1 of this
Agreement) and/or seek the return of the monetary consideration paid hereunder,
in addition to other remedies. 
Notwithstanding the foregoing, PRIMEDIA may only cease payment of any
amounts hereunder and/or cease provision of the medical insurance (in each case
as otherwise provided pursuant to Section 1 of this Agreement) and/or seek the
return of the monetary consideration paid hereunder following (a) in the event
of a breach by McCurdy of the restrictive covenants of the Employment Agreement
(as amended by the Letter Agreement), which breach McCurdy does not cure within
three (3) business days after delivery by PRIMEDIA of notice to McCurdy of such
breach or (b) in the event of a breach by McCurdy of the covenants contained in
Sections 4.1, 4.2 or 4.3 of this Agreement, following written notice by
PRIMEDIA to McCurdy of the then Chairman of PRIMEDIA’s good faith determination
that such a breach has occurred.


 


5.             GOVERNING LAW; RESOLUTION OF
DISPUTES


 


5.1           Governing
Law.


 


This Agreement, the Letter Agreement and the
Mutual Releases shall each be governed and interpreted in accordance with and
enforced in all respects pursuant to the laws of the State of New York,
irrespective of the choice of law rules of that or any other state.


 


5.2           Resolution
of Disputes


 


Any disagreement or controversy arising out
of or relating to this Agreement shall be exclusively resolved by way of
confidential arbitration.  Either party
may submit the disagreement or controversy to arbitration in accordance with
the National Rules for the Resolution of Employment Disputes of the American
Arbitration Association (“AAA”), such arbitration to be conducted before a panel
of three arbitrators, one selected by each of the parties hereto and the third
by the two other arbitrators so selected. 
The arbitration shall be held in New York, New York.  The arbitrators shall be bound by the
express terms of the Agreement.  The award
rendered in any such proceeding, which may include an award of attorneys’ fees,
shall be made in writing and shall be final and binding on the parties, and
judgment upon the award may be entered in any court having competent
jurisdiction thereof.  PRIMEDIA and
McCurdy shall each pay half of all costs of the arbitrators; provided, however,
that PRIMEDIA shall pay all such costs, as well as McCurdy’s attorneys’ fees,
in the event that the arbitration panel determines that McCurdy has prevailed
on a clear preponderance of the material issues in dispute in such arbitration.


 


6.             SEVERABILITY


 


If
any provision of this Agreement is determined to be invalid or unenforceable,
in whole or in part, this determination will not affect any other provision of
this Agreement or the remaining portion of a partially invalid provision, which
shall remain in force, and the provision in question shall be modified by the
court so as to be rendered enforceable.


 


7.             CONSTRUCTION


 


Each
party and its counsel have reviewed this Agreement, the Letter Agreement and
the Mutual
Releases and have been provided the opportunity to review this
Agreement, the Letter Agreement and the Mutual Releases and accordingly, the normal
rule of construction to the effect that any ambiguities are to


 


7

















 


be resolved against the drafting party shall not be employed in the
interpretation of this Agreement or the Mutual Releases.  Instead, the language of all parts of this
Agreement, the Letter Agreement and the Mutual Releases shall be construed as a
whole, and according to their fair meaning, and not strictly for or against
either party.


 


8.             ACCEPTANCE AND EFFECTIVENESS


 


This Agreement shall become effective
immediately upon McCurdy’s execution of this Agreement; provided, however,
that PRIMEDIA’s obligation to make any of the payments provided for in Section
1.1(b) through (g) of this Agreement shall not become effective until the
eighth (8th) day following the Termination Date, so long as McCurdy
has not then revoked the General Release.


 


9.             ENTIRE AGREEMENT; COUNTERPARTS


 


9.1           The
Agreement, the Letter Agreement and the Mutual Releases, together set forth the
entire agreement between the parties hereto, and fully supersedes any and all
prior agreements or understandings, including the Employment Agreement (other
than as expressly set forth herein) between the parties hereto pertaining to
the subject matter hereof.


 


9.2           This
Agreement may be executed in one or more counterparts and by the different
parties hereto in separate counterparts, each of which when executed shall be
deemed to be an original but all of which taken together shall constitute one
and the same agreement.


 


[Signatures on next page.]


 


8

















 


[SIGNATURE PAGE FOR SEPARATION
AGREEMENT]


 


 


	
  Dated:

  	
  December 3, 2003

  	
   

  	
   

  	
  PRIMEDIA, INC.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  s/ B. Chell

  	
   

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Vice-Chairman

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  CHARLES G. MCCURDY

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Dated:

  	
  December 2, 2003

  	
   

  	
   

  	
  s/  C. McCurdy

  	
   

  
								



 

















 


Schedule
A


 


 


Company-paid and supplemental life insurance;
Accidental death & dismemberment insurance


 


No later than ten (10) days after the Termination Date, PRIMEDIA will
reimburse McCurdy, in a lump sum, for the premiums payable by McCurdy to obtain
life insurance and accidental death 
& dismemberment insurance, for the Severance Period, that provides
equivalent benefits to those provided under the company-paid and supplemental
life insurance accidental death  &
dismemberment insurance and to which McCurdy is entitled immediately prior to
the Termination Date ($800,000 death benefit in the aggregate), the aggregate
cost of which will not exceed $4,000.


 


Short-term
disability benefits


 


PRIMEDIA will provide McCurdy with short-term disability benefit
coverage, on a self-insured basis, on the same terms and conditions under which
McCurdy is entitled to receive short-term disability benefits immediately prior
to the Termination Date pursuant to New York State law ($170 per week for up to
26 weeks of disability), for the period ending November 30, 2006.


 


Long-term
disability benefits


 


Effective as of the Termination Date, PRIMEDIA will continue to provide
McCurdy with long-term disability insurance, either through PRIMEDIA’s
long-term disability carrier or, if PRIMEDIA cannot reasonably obtain such
coverage through such carrier, on a self-insured basis, for the Severance
Period, that provides equivalent benefits to those provided under PRIMEDIA’s
long-term disability insurance plan to which McCurdy is entitled immediately
prior to the Termination Date, at the same cost to McCurdy payable prior to the
Termination Date.


 


Health
Reimbursement Account (“HRA”)


 


No later than ten (10) days after
the Termination Date, PRIMEDIA will pay McCurdy an amount equal to $3,404 in
respect of his participation in PRIMEDIA’s HRA program, in respect of the balance
of the Severance Period.


 


Thrift
& Retirement Plan (“Savings Plan”)


 


No later than ten (10) days after
the Termination Date, PRIMEDIA will pay McCurdy an amount equal to $50,036 in
respect of his participation in the Savings Plan, in respect of the balance
of the Severance Period.


 


Employee Stock
Purchase Plan


 


No later than ten
(10) days after the Termination Date, PRIMEDIA will pay McCurdy a cash lump sum
in the amount of $3,000 in respect of his participation in PRIMEDIA’s Employee
Stock Purchase Plan, in respect of the balance of the Severance Period.


 

















 


Exhibit I


 


GENERAL RELEASE


 


Section 1.               Release


 


For and in consideration of
the payment of the amounts and the provision of the benefits described in
Section 1 of that certain Separation Agreement dated as of December 2, 2003 by
and between Charles G. McCurdy (“McCurdy”) and PRIMEDIA Inc. (“PRIMEDIA”) (the
“Separation Agreement”), McCurdy hereby agrees on behalf of himself, his
agents, assignees, attorneys, successors, assigns, heirs and executors, to, and
McCurdy does hereby, fully and completely forever release the Beneficiaries (as
such term is defined in the Separation Agreement) and their respective past,
current and future affiliates, predecessors and successors and all of their
respective past and/or present officers, directors, partners, members, managing
members, managers, employees, agents, representatives, administrators,
attorneys, insurers and fiduciaries, in their individual and/or representative
capacities (hereinafter collectively referred to as the “Company Releasees”),
from any and all causes of action, suits, agreements, promises, damages,
disputes, controversies, contentions, differences, judgments, claims, debts,
dues, sums of money, accounts, reckonings, bonds, bills, specialities,
covenants, contracts, variances, trespasses, extents, executions and demands of
any kind whatsoever, which McCurdy or his agents, assignees, attorneys,
successors, assigns, heirs and executors ever had, now have or may have against
Company Releasees or any of them, in law, admiralty or equity, whether known or
unknown to McCurdy, for, upon, or by reason of, any matter, action, omission,
course or thing whatsoever occurring up to the date this General Release is
signed by McCurdy, including, without limitation, in connection with or in
relationship to McCurdy’s employment or other service relationship with
PRIMEDIA, the termination of any such employment or service relationship and
any applicable employment, compensatory or equity arrangement with PRIMEDIA
(including, without limitation, the Employment Agreement (as such term is
defined in the Separation Agreement), any exhibits attached thereto, any
amendments thereto, and any equity or employee benefit plans, programs,
policies or other arrangements), any claims of breach of contract, wrongful
termination, retaliation, fraud, defamation, infliction of emotional distress
or national origin, race, age, sex, sexual orientation, disability, medical
condition or other discrimination or harassment, (such released claims are
collectively referred to herein as the “Released Claims”); provided that such
Released Claims shall not include any claims to enforce McCurdy’s rights or
obligations under, or with respect to, the Separation Agreement.


 


Section 2.               Waiver.  Notwithstanding the generality of Section 1
above, the Released Claims include, without limitation: (i) any and all claims
relating to base salary or bonus payments or benefits pursuant to the
Employment Agreement, other than those payments and benefits specifically
provided for in Sections 1.1 and 1.3 of the Separation Agreement; (ii) any and
all claims under Title VII of the Civil Rights Act of 1964, the Age
Discrimination in Employment Act of 1967, the Civil Rights Act of 1971, the
Civil Rights Act of 1991, the Fair Labor Standards Act, Employee Retirement
Income Security Act of 1974, the Americans with Disabilities Act, the Family
and Medical Leave Act of 1993, the Fair Employment and Housing Act, and any and
all other federal, state or local laws, statutes, rules and regulations
pertaining to employment or otherwise; and (iii) any claims for wrongful
discharge, breach of contract, fraud, misrepresentation or any compensation
claims, or any other claims under any statute, rule or regulation or under the
common law, including compensatory damages, punitive damages, attorney’s fees,
costs, expenses and all claims for any other type of damage or relief.


 


THIS MEANS THAT, BY SIGNING THIS GENERAL RELEASE, MCCURDY WILL
HAVE WAIVED ANY RIGHT MCCURDY MAY HAVE HAD TO BRING A LAWSUIT OR MAKE ANY CLAIM
AGAINST COMPANY RELEASEES BASED ON ANY ACTS OR OMISSIONS OF COMPANY RELEASEES
UP TO THE DATE OF THE SIGNING OF THIS AGREEMENT.


 

















 


Section 3.               Waiver of Equity Rights.  Except with respect to the Options as
provided for in Section 1.2 of the Separation Agreement, in consideration of
the payments and benefits provided for elsewhere in Section 1 of the Separation
Agreement, and for other good and valuable consideration, McCurdy hereby
forever waives, releases and fully relinquishes any right or title to any and
all equity, including but not limited to Stock (as defined in the Separation
Agreement) and stock options, whether granted to McCurdy as of the Termination
Date or not, in PRIMEDIA or any subsidiary, partner or joint venture of
PRIMEDIA; provided, however, that nothing in this Section 3 shall
be construed to limit in any way McCurdy’s right to purchase any such equity in
the open market.


 


Section 4.               McCurdy’s Representations and
Warranties.  McCurdy represents that
he has read carefully and fully understands the terms of this General Release,
and that McCurdy has been advised to consult with an attorney and has availed
himself of the opportunity to consult with an attorney prior to signing this
General Release.  McCurdy acknowledges
and agrees that he is executing this General Release willingly, voluntarily and
knowingly, of his own free will, in exchange for the payments and benefits
described in Section 1 of the Separation Agreement, and that he has not relied
on any representations, promises or agreements of any kind made to him in
connection with his decision to accept the terms of the Separation Agreement or
the General Release, other than those set forth in the Separation
Agreement.  McCurdy further
acknowledges, understands, and agrees that his employment with PRIMEDIA has
terminated, that the provisions of Section 1 of the Separation Agreement are in
lieu of any and all payments and benefits to which McCurdy may otherwise be
entitled to receive pursuant to the Employment Agreement, that McCurdy will not
be reemployed by PRIMEDIA, and that McCurdy will not apply for or otherwise
seek employment with PRIMEDIA or any of its parents, companies, subsidiaries,
divisions or affiliates.  McCurdy acknowledges that he has been advised that he
is entitled to take at least twenty-one (21) days to consider whether he wants
to sign this General Release and that the Age Discrimination in Employment Act
gives him the right to revoke this General Release within seven (7) days after
it is signed, and McCurdy understands that he will not receive any payments
under the Separation Agreement until such seven (7) day revocation period has
passed and then, only if he has not revoked this General Release.  To the extent McCurdy has executed this
General Release within less than twenty-one (21) days after its delivery to
him, McCurdy hereby acknowledges that his decision to execute this General
Release prior to the expiration of such twenty-one (21) day period was entirely
voluntary, and taken after consultation with and upon the advice of his
attorney.


 


McCurdy fully understands
that this General Release is a legally binding document and that by signing
this General Release McCurdy is prevented from filing, commencing or
maintaining any action against any of the Company Releasees, other than to
enforce his rights under the Separation Agreement, the Letter Agreement and the
PRIMEDIA Release (as such terms are defined in the Separation Agreement) as well
as his rights as set forth in Section 2 above of this General Release.


 


This
General Release is final and binding and may not be changed or modified, except
by written agreement by both of PRIMEDIA and McCurdy.


 


	
   

  	
   

  	
   

  	
   

  
	
  December       , 2003

  	
  CHARLES G. MCCURDY

  



 

















 


Exhibit II


 


RELEASE


 


PRIMEDIA Inc. (“PRIMEDIA”)
hereby agrees on behalf of itself and the other Beneficiaries (as such term is
defined in that certain Separation Agreement dated as of December 2, 2003 by
and between Charles G. McCurdy (“McCurdy”) and PRIMEDIA (the “Separation
Agreement”)), in consideration of the covenants and agreements referred to in
the Separation Agreement and other good and valuable consideration, the receipt
and sufficiency of which is hereby irrevocably acknowledged, that the
Beneficiaries hereby, fully and completely forever release McCurdy (hereinafter
referred to as the “Releasee”, which term includes all successors, heirs,
executors, administrators, estate trustees and assigns of McCurdy) from any and
all causes of action, suits, agreements, promises, damages, disputes,
controversies, contentions, differences, judgments, claims, debts, dues, sums
of money, accounts, reckonings, bonds, bills, specialities, covenants,
contracts, variances, trespasses, extents, executions and demands of any kind
whatsoever, which the Beneficiaries or any of their respective agents,
assignees, attorneys, successors, assigns, heirs and executors ever had, now
have or may have against the Releasee, in law, admiralty or equity, whether
known or unknown to the Beneficiaries, for, upon, or by reason of, any matter,
action, omission, course or thing whatsoever occurring up to the date this
Release is signed by PRIMEDIA on behalf of itself and the other Beneficiaries, provided
that the foregoing shall not include any claims to enforce the Beneficiaries’
rights or McCurdy’s obligations under, or with respect to, the Separation
Agreement (or any exhibits, attachments, agreements or benefit plans or
arrangements referenced therein).


 


PRIMEDIA fully understands
that this Release is a legally binding document and that by signing this
Release PRIMEDIA is prevented from filing, commencing or maintaining any action
against any Releasee, other than to enforce PRIMEDIA’s or the other
Beneficiaries’ rights under the Separation Agreement, Letter Agreement and the
General Release (as such terms are defined in the Separation Agreement).


 


This
Release is final and binding and may not be changed or modified, except by
written agreement by both of PRIMEDIA and the Releasee.


 


	
  Dated:

  	
   

  	
   

  	
  PRIMEDIA, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  	
   

  
							



 

















 


Exhibit
III


 


[Charles
G. McCurdy Letterhead]


 


December 2, 2003


 


PRIMEDIA Inc.

745 Fifth Avenue

New York, New York 10151


 


Attn:       Mr. Dean Nelson


Chairman of the Board of
Directors


 


Dear Sirs:


 


Please sign below to confirm your
agreement that, notwithstanding the terms on non-competition in my employment
agreement with PRIMEDIA Inc. (“PRIMEDIA”) dated as of April 19, 2002 (my
“Employment Agreement”) and the letter executed by me dated as of November 1,
2003 regarding the termination of my employment with PRIMEDIA, PRIMEDIA will
not take any steps to enforce (i) the non-compete provisions contained in
Section 26(c)(i)(A), (B) or (C) of my Employment Agreement, except in the event
and to the extent that I become, directly or indirectly, a director, an
employee or an equityholder of, an agent for, or a consultant to, Network
Communications, Inc. or Trader Publishing Company or any of their respective
subsidiaries, parents or major shareholders or (ii) the non-solicitation
provisions of Section 26(c)(iii)(A) of my Employment Agreement with respect to
any executive (x) whose employment with PRIMEDIA (or its subsidiaries, as
applicable) terminated prior to November 1, 2003 or (y) whose employment is, on
or after November 1, 2003, involuntarily terminated by PRIMEDIA (or its
subsidiaries, as applicable).  This
letter agreement shall be deemed to constitute an amendment to the terms of
Section 26 of my Employment Agreement.


 


	
   

  	
  Yours,

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Charles G. McCurdy

  
	
   

  	
   

  
	
  AGREED this
           day of
                    ,
  2003:

  	
   

  
	
   

  	
   

  
	
  PRIMEDIA Inc.

  	
   

  
	
   

  	
   

  
	
  By

  	
   

  	
   

  	
   

  
	
  Dean Nelson