Exhibit
10.33


 


Haas Publishing Companies, Inc.


3119 Campus Drive


Norcross, GA 30071


 


	
   

  	
  April 1, 1998

  



 


Mr. Robert Metz


President & CEO


 


Dear Bob:


 


In connection with your continuing employment with Haas Publishing
Companies, Inc. (“the Company”), this letter will constitute our agreement
relating to amounts and benefits owing to you in connection with any
termination of your employment.


 


In the event that we terminate your employment without cause at any
time after the date hereof, we will pay you as severance (i) an aggregate
amount equal to 18 months base salary at the rate being paid on the date your
employment is terminated by the Company (the “Date of Termination”), less
applicable withholdings, payable bi-weekly on the Company’s regularly scheduled
payroll dates and (ii) your target bonus under the Company’s Executive
Incentive Compensation Plan (“EICP”) for the portion of the year worked from
the beginning of the calendar year in which the termination occurs to the Date
of Termination, less applicable withholdings, payable no later than
March 31 of the year following the year in which your termination
occurred. Any EICP bonus for completed calendar years unpaid at the Date of
Termination shall be paid in full in accordance with the EICP.


 


No severance payments whatsoever shall be payable upon your voluntary
resignation or upon termination of your employment for cause. For purposes of
this letter, “cause” shall mean substance abuse, conviction of a felony, fraud,
theft, embezzlement, sexual harassment, or willful or repeated failure or
refusal to follow reasonable policies or directives established by your
supervisor or the Board of Directors of the Company.


 


As consideration for the severance and benefits to be provided to you
pursuant to this letter and as a condition to your receipt of any payments
hereunder, you agree to execute a separation and release agreement
substantially in the form attached hereto in which you will agree to release
any claims against the Company.


 

















 


The severance arrangements set forth above shall be in lieu of and not
in addition to any other severance policies of the Company which may be in
effect generally from time to time.


 


Both parties agree that any disputes hereunder shall be heard and
determined by an arbitrator selected in accordance with the rules and
procedures of the American Arbitration Association in New York City and that
the arbitrator’s findings shall be final and binding on both parties hereto.


 


This letter and its validity, interpretation, performance, and enforcement
shall be governed by the laws of the State of New York.


 


This letter constitutes our entire agreement, supersedes all prior
agreements between us which are of no further force and effect. The provisions
of this letter may not be changed or waived, except by a writing signed by both
parties hereto.


 


 


	
   

  	
  Very
  truly yours,

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Beverly Chell

  	
   

  
	
   

  	
  Beverly
  Chell

  
	
   

  	
  Vice
  Chairman

  



 

















 


FORM

OF


SEPARATION AND RELEASE AGREEMENT


 


This Separation and Release Agreement (“Agreement”) by and
between                                           (“Employee”)
and                                            (the
“Company”), dated as
of                                             and
executed on the date specified below (the date of execution by the Employee
hereinafter referred to as the “Execution Date”).


 


RECITAL


 


Employee and Company desire to reach a mutual understanding and
acceptance of the terms and conditions related to Employee’s separation from
employment with Company in accordance with the terms of the letter delivered by
the Company to the Employee covering among other things the amount of severance
payable to the Employee upon termination by the Company without cause (the
“Severance Letter”).


 


AGREEMENT


 


NOW, THEREFORE, in consideration of the mutual promises and
covenants herein contained it is hereby agreed as follows:


 


1.                                       Employee shall cease to be an employee of
Company as of
                            (“Separation
Date”) and shall be paid Employee’s normal salary through that date plus any
accrued but unused vacation.


 


2.                                       In consideration of Employee’s acceptance of
this Agreement, on the eighth (8) day following the execution of this Agreement
by Employee, Employee shall be


 

















 


entitled
to receive from the Company (i) an aggregate amount equal to                         
weeks’ base salary at Employee’s current rate
of                                  per
annum ($ in the aggregate), less customary payroll deductions, payable
bi-weekly on Company’s regular pay dates and (ii) any additional amounts as set
forth in the Severance Letter.


 


3.                                       From and after the Separation Date, Employee
shall cease to be an active participant in any Company benefit plans in which
the Employee participates. Benefit payouts, if any, and COBRA will be in
accordance with the provisions of the respective plans and applicable laws
except as specifically provided otherwise in the Severance Letter.


 


4.                                       Employee agrees that the Company is
authorized to open any and all business mail addressed to Employee at the
Company’s address. Employee further understands and agrees that the Company
will not be responsible for forwarding mail.


 


5.                                       Employee for Employee, Employee’s heirs,
executors, administrators and assigns, hereby unconditionally releases,
discharges and acquits Company, its subsidiaries, parents, and affiliates, and
each of them, and their respective officers, directors, shareholders, partners,
employees, agents and affiliates, and each of them (hereinafter collectively
referred to as “Releasees”) from any and all debts, agreements, promises,
liabilities, claims, damages, actions, causes of action, or demands of any kind
or nature including without limitation all claims of wrongful discharge, breach
of contract, intentional infliction of emotional distress, breach of alleged implied
covenant of good faith and fair dealing, invasion of privacy, defamation, and
age or sex discrimination, or discrimination based on any other ground,
including but not limited to those arising under the Age Discrimination in
Employment Act, as amended, Title VII of the Civil Rights Act of 1964, the
Employee Retirement Income Security


 


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Act of 1974, the Fair Labor Standards Act, as
amended, the Americans with Disabilities Act and the Family and Medical Leave
Act of 1993 and all other federal, state and local equal employment, fair
employment, civil or human rights laws, codes and ordinances, regardless of
whether such claims are past, present, or future, personal or representative,
known or unknown, or arising out of any occurrence to date and expressly
including but not limited to any liability arising out of or in connection with
the employment of Employee by Company, or the termination hereof, and claims
for attorneys’ fees and costs, and any and all forms of compensation, including
without limitation any incentive awards or bonuses, relating to such
employment, other than as set forth in paragraph 2 of this Agreement.


 


6.                                       It is understood and agreed that the release
set forth in the preceding paragraph is intended as and shall be deemed to be a
full and complete release of any and all claims that Employee may or might have
against Releasees, or any of them, arising out of any occurrence arising on or
before the date of this Agreement and said release is intended to cover and
does cover any and all future damages not now known to Employee or which may
later develop or be discovered, including all causes of action therefor and
arising out of or in connection with any occurrence arising on or before the
date of this Agreement.


 


7.                                       By signing and returning this Agreement,
Employee acknowledges that Employee:


 


(a)                                  has carefully read and fully understands the
terms of this Agreement;


 


(b)                                 is entering into this Agreement voluntarily
and knowing that Employee is releasing claims that Employee has or believes
Employee may have against Company;


 


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(c)                                  has hereby been advised by this Agreement
that Employee has the right to consult with an attorney of Employee’s choosing
prior to signing this Agreement; and


 


(d)                                 is giving this release of claims in return
for consideration to which Employee otherwise would not have been entitled, to
wit, any compensation and benefit enhancements beyond those that Employee would
otherwise be entitled to pursuant to the Company’s policies and practices.


 


8.                                       Employee hereby covenants not to sue or bring
any claim against Releasees and acknowledges and agrees that this general
release may be pleaded as a full and complete defense to, and may be used as
the basis for an injunction against, any action, claim, suit or other
proceeding which may be instituted, prosecuted or attempted in breach of this
release.


 


9.                                       Employee promises not to make any statement,
written or oral, directly or indirectly, which in any way disparages Company or
any of its affiliates or their publications, or the employees, officers,
directors or shareholders of any of them. Employee promises to maintain this
Agreement in strict confidence and to make no disclosure of the terms of this
settlement to any third party, provided, however, that nothing herein contained
shall prohibit Employee from disclosing the terms of this Agreement as may be
required by law. Notwithstanding anything herein to the contrary, the foregoing
shall in no way limit the effect of the release set forth above.


 


10.                                 Except as specifically set forth in this
Agreement to the contrary, Employee agrees to return all Company property in
Employee’s possession to Company on or before the Separation Date. Employee
acknowledges receipt of the Notice on Conclusion of


 


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Employment,
attached hereto as Exhibit “A”. Employee understands and agrees that any
disclosure in contravention of this Agreement or Notice on Conclusion of
Employment may release Company from any obligations it may have to Employee
under this Agreement.


 


11.                                 This Agreement sets forth the entire
agreement between the parties regarding Employee’s separation from Company,
supersedes any prior written, oral or implied agreement between the parties
hereto regarding the subject matter hereof and may only be amended by a written
agreement signed by the parties hereto.


 


12.                                 Employee agrees and understands that neither
the content nor the execution of this Agreement shall constitute or be
construed as any implied or actual admission by Company of any liability to or
of the validity of any claim by Employee that Employee is entitled to
additional compensation or continued employment with the Company or that the
Company engaged in any wrongdoing.


 


13.                                 Employee hereby represents and agrees that in
entering into this Agreement, Employee has relied solely upon Employee’s own
judgment, belief and knowledge and Employee’s own legal and other professional
advisors and that no statement made by or on behalf of Company has in any way
influenced Employee in such regard.


 


14.                                 Employee hereby represents and warrants to
Company that Employee has not assigned any claim Employee may or might have
against Company to any third party.


 


15.                                 Each party shall pay its own attorneys’ fees,
costs and expenses related to this Separation and Release Agreement.


 


16.                                 This Agreement shall be governed by and
construed in accordance with the laws of the State of New York.


 


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17.                                 It is agreed by each of the parties hereto
that they have read the above and fully understand the terms of this Agreement
which they voluntarily execute in good faith and deem to be a full and
equitable settlement of this matter.


 


18.                                 The provisions of this Separation and Release
Agreement are severable. If any provision of the Separation and Release
Agreement is declared invalid or unenforceable, the ruling will not affect the
validity and enforceability of any other provision of the Separation and
Release Agreement.


 


19.                                 Employee may review and consider this
Agreement for a period of up to twenty-one (21) days from the date of this
Agreement. Employee agrees and understands that Employee’s failure to execute
this Agreement and to return this signed document on or before twenty-one (21)
days after the date of this Agreement will release Company from any obligation
to enter into this Agreement and make any payments under the Severance Letter.


 


20.                                 Furthermore, Employee shall be entitled to
revoke this Agreement within seven (7) days after Employee’s timely execution
of same by delivering a written revocation to Company. If Employee so revokes
or if Employee fails to execute this document, this Agreement shall be null and
void and of no force and effect and the Company will have no obligation to make
any payments under the Severance Letter, and Employee will receive severance
payments equal to one week’s base salary for each year employed by Company,
less regular payroll deductions, payable in bi-weekly installments on Company’s
regular pay dates, in accordance with Company’s regular severance practice.


 


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Agreed
and Accepted:


 


 


	
   

  	
   

  	
  Dated:

  	
   

  	
   

  
	
  Employee’s
  signature

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Agreed
  and Accepted for the Company.

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
  Dated:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
								



 


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EXHIBIT “A”


 


NOTICE ON CONCLUSION OF EMPLOYMENT


 


In connection with the conclusion of
employment with PRIMEDIA Inc., and/or its subsidiaries and affiliates
(“Company”), each employee has an obligation to surrender and return to Company
all mail, files, records, manuals, books, blank forms, tapes, discs,
photographs, negatives, documents, letters, memoranda, notes, notebooks, materials,
property, reports, data tables, calculations, information or copies thereof,
which are the property of Company or which relate in any way to  the business, products, practices or
techniques of Company and all other property, trade secrets or confidential
information of Company and any third parties with whom it deals, including but
not limited to, all keys, passwords, combinations and documents which in any of
these cases are in the employee’s possession or under the employee’s control.


 


The employee also has a continuing obligation
to preserve as CONFIDENTIAL and
refrain from using, trade secrets or confidential information concerning the
business, products, practices or techniques of Company and any third parties
with whom it deals, including but not limited to, manuscripts, photographs,
techniques, systems, designs, research, processes, inventions, developments,
proposals, plans, publications, computer programs, user manuals and
documentation, products (whether or not copyrighted or copyrightable, or patented
or patentable), marketing and merchandising methods, subscriber, circulation,
customer or supplier lists, business, accounting and financial information of
Company, that has been disclosed to or is known to the Employee by reason of
employment by Company, and to refrain from acts or omissions that would reduce
the value of such trade secrets and confidential information to company.


 


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