EXHIBIT 10.32


EXECUTION COPY


SEPARATION AND RELEASE
AGREEMENT


This Separation and Release Agreement (“Agreement”),
dated as of March 8, 2004 (the “Termination Date”), is entered into by and
between Thomas S. Rogers (“Rogers”) and PRIMEDIA, Inc. (together with its
subsidiaries and affiliates, “PRIMEDIA”) (which, together with its successors,
subsidiaries, officers, directors and shareholders are collectively referred to
as the “Beneficiaries”).


WHEREAS, Rogers was employed by PRIMEDIA pursuant to
the Employment Agreement made and entered into as of January 3, 2000, by and
between PRIMEDIA and Rogers (the “Employment Agreement”); and


WHEREAS, Rogers resigned as an officer and director of
PRIMEDIA effective as of April 17, 2003 (the “Trigger Date”), but has remained
employed by PRIMEDIA as an employee through the Termination Date; and


WHEREAS, the parties have agreed to treat Rogers’
resignation as an officer and director of PRIMEDIA as a termination without
“Cause” of Rogers employment under Section 12(d) of the Employment Agreement,
the effective date of which shall be the Termination Date; and


WHEREAS, Rogers 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, including, but in no way limited to,
any differences that might arise in connection with Rogers’ employment with
PRIMEDIA, Rogers’ rights as an equityholder of PRIMEDIA, and the termination of
Rogers’ 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, Rogers and PRIMEDIA,
on behalf of all the Beneficiaries, agree that, effective as of the close of
business on the Termination Date, Rogers’ employment with PRIMEDIA and its
affiliates shall terminate, and shall further agree as follows:


1.                                      PAYMENTS AND
BENEFITS TO ROGERS


1.1           Cash Payments.  Subject to the expiration of the Revocation
Period (as defined in Section 2.5(b) below), PRIMEDIA will pay to Rogers the
following amounts at the times and periods specified in this Section 1.1:


(a)           Lump Sum Payment.   On the Effective Date (as defined in
Section 8.2 of this Agreement), PRIMEDIA shall make a lump sum payment to Rogers
in an amount equal to the present value of the excess of $2,580,000 over the
total amount of base salary paid to Rogers by PRIMEDIA in respect of the period
beginning on the Trigger Date and ending on the Termination Date, which excess
would otherwise be payable over the balance of the twenty-four month period
that commenced on the Trigger Date (the “Base Salary Payment”).  The Base Salary Payment shall 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 the Termination Date occurs) (the “Discount Rate”).  Rogers hereby acknowledges and agrees that
he has, as of 

















 


the Termination
Date, previously received payment of his base salary from the Trigger Date
through the Termination Date, and that, when aggregated with the Base Salary
Payment, Rogers will have received payments in full satisfaction of PRIMEDIA’s
obligations under Section 12(d)(ii) of the Employment Agreement.


 


(b)           2003 Pro rata Annual Bonus Payment.  On the Effective Date, PRIMEDIA shall make a
lump sum payment to Rogers in an amount equal to $266,667.00, which represents
Rogers’ pro rata annual bonus payment for the period January 1, 2003 through
April 16, 2003, calculated under Section 12(d)(iii) of the Employment
Agreement.


(c)           Target Bonus Payments.  On the Effective Date, PRIMEDIA shall make a
lump sum payment to Rogers in an amount equal to the sum of (i) the product of
(x) $1,600,000 and (y) a fraction, the numerator of which shall equal the
number of days between April 17, 2003 and the Termination Date and the
denominator of which shall equal 365 and (ii) the present value of the balance
of $1,600,000.00 otherwise payable over the period between the Termination Date
and April 16, 2005 (the “Target Bonus Payment”).  The Target Bonus Payment shall be calculated using the Discount
Rate, as provided for under Section 12(d)(iii) of the Employment Agreement, in
full satisfaction of PRIMEDIA’s obligations thereunder.


(d)           Settlement Payment.  On the Effective Date, PRIMEDIA will pay to
Rogers (i) an amount equal to $199,000.00 (the “Settlement Payment”), which
amount is equal to the sum of (x) a payment to Rogers in settlement of any
accrued vacation pay ($59,000.00) and (y) an additional payment in settlement
of Rogers’ 2002 annual bonus ($140,000.00) and (ii) an amount equal to any
unpaid base salary accrued by Rogers through the Termination Date.


(e)           Attorneys Fees.  On the Effective Date, PRIMEDIA will pay an
aggregate amount of $195,000.00 to the law firm of Swidler Berlin Shereff
Friedman, LLP, for distribution Swidler Berlin Shereff Friedman, LLP and The
Bachelder Firm in respect of the legal fees (including costs and expenses)
incurred in respect of the legal services of such firms provided to Rogers in
connection with the negotiation and settlement of the subject matter contained
in this Agreement.


 


 


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1.2           Stock
Options and Restricted Shares.


(a)           4/5/6 Stock
Options.  On the Termination Date,
the options to purchase 3,000,000 shares of common stock of PRIMEDIA (“PRIMEDIA
Stock”) (such options, the “4/5/6 Options”) granted to Rogers pursuant to the
Incentive and Performance Stock Option Agreement dated as of April 16, 2002
(the “4/5/6 Stock Option Agreement”) shall be fully vested and exercisable,
notwithstanding the provisions of Section 4(b) of the 4/5/6 Stock Option
Agreement.  In addition, notwithstanding
the provisions of Section 6 of the 4/5/6 Stock Option Agreement, all Options
granted under the 4/5/6 Stock Option Agreement (and not previously vested and
exercised) shall remain exercisable until April 16, 2012, and may not be
exercised at any time thereafter. Except as set forth specifically herein,
nothing in this Section 1.2(a) shall be construed to amend, alter, revise or
change any other terms or conditions of the 4/5/6 Stock Option Agreement.


(b)           Initial Grant Options.  All options to purchase 5,000,000 shares
PRIMEDIA Stock (“Initial Options”, and together with the 4/5/6 Options, the
“Options”) granted to Rogers pursuant to the Stock Option Agreement dated as of
December 3, 1999 (the “Original Stock Option Agreement”) are by their terms
fully vested and shall (to the extent not previously vested and exercised)
remain exercisable until December 3, 2009, and may not be exercised at any time
thereafter.  Except as set forth
specifically herein, nothing in this Section 1.2(b) shall be construed to
amend, alter, revise or change any other terms or conditions of the Original
Stock Option Agreement.


(c)           Rabbi Trust Restricted Shares.  Pursuant to the Restricted Stock Units Award
Agreement between PRIMEDIA and Rogers dated as of December 3, 1999 (the “RSU
Agreement”) and the Rabbi Trust Agreement by and between PRIMEDIA and U.S.
Trust Company, National Association (the “Trustee”), dated as of December 31,
2000 (the “Trust Agreement”), subject to Section 1.5(b) of this Agreement, PRIMEDIA
shall instruct the Trustee (as defined therein) to deliver to Rogers (or his
designated broker, to the extent so instructed) the 1,380,711 shares of
PRIMEDIA Stock (the “Restricted Shares”) held by the Trustee under the Trust
Agreement as soon as practicable on or after the Termination Date.  PRIMEDIA shall pay all fees and expenses
related to the administration of the RSU Agreement and the Trust Agreement,
including the trustee’s and/or custodial fees associated with the distribution
of the Restricted Shares.


(d)           Shares Issued Upon Option Exercise
and Delivery of Restricted Shares. 
All shares of PRIMEDIA Stock delivered pursuant to the exercise of any
Option described in Sections 1.2(a) and/or 1.2(b) of this Agreement, and/or
pursuant to the RSU Agreement as described in Section 1.2(c) of this Agreement,
shall be (i) free and clear of any lien, charge, encumbrance or other right in
favor of PRIMEDIA or the Trustee or created by PRIMEDIA, (ii) freely
transferable (subject to any trading restrictions imposed by law or the
exchange(s) on which such shares may trade from time to time) and (iii)
appropriately registered by PRIMEDIA on a Form S-8 (or any successor form
thereto) filed with the Securities Exchange Commission for resale by Rogers.


 


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1.3           Other Employee Benefits.


 


(a)           Group Health
Coverage.  Effective as of the
Termination Date, PRIMEDIA shall continue to provide Rogers and his eligible
dependents with medical, vision and dental benefits pursuant to PRIMEDIA’s
health, vision and dental benefit programs in effect from time to time, at such
levels and at such costs as made available to Rogers and his eligible
dependents and his eligible dependents immediately prior to the Termination
Date (“Medical Coverage”) until the earlier of (i) April 16, 2005 or (ii) the
date or dates that Rogers becomes eligible for coverage and benefits under the
plans and programs of a subsequent employer, as applicable.  Notwithstanding the foregoing, (x) as a
condition to receiving the benefits under this Section 1.3(a) and as required
pursuant to PRIMEDIA’s health insurance policy as in effect on the date hereof,
Rogers shall elect to receive group health insurance 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”),
(y) the Medical Coverage provided to Rogers by PRIMEDIA under this Agreement
shall be in full satisfaction of PRIMEDIA’s obligations to Rogers with respect
to the provision of health insurance under the Employment Agreement and (z)
upon the expiration of the Medical Coverage as provided in the immediately proceeding
sentence, Rogers may continue to receive group health insurance coverage from
PRIMEDIA, at the same cost PRIMEDIA pays to provide such coverage for the
balance of the COBRA Coverage Period, as permitted under COBRA.  To the extent the Medical Coverage provided
to Rogers by PRIMEDIA as set forth above is subject to Federal, state or local
personal income, employment and other taxes (collectively, the “Taxes”),
PRIMEDIA will provide Rogers with an additional payment, at the time such Taxes
are payable, in an amount such that, after payment of all such Taxes on such
additional payment, Rogers will retain an amount equal to the amount of any
such Taxes imposed on Rogers as a result of the provision of such Medical
Coverage.


(b)           Other Benefit Plans.  PRIMEDIA acknowledges that it is required
under Section 13(d) of the Employment Agreement to continue certain employee
benefits for Rogers or, if such coverage cannot be continued, to pay Rogers an
amount sufficient to obtain, on an after-tax basis, equivalent coverage.  Rogers hereby acknowledges that the terms of
those PRIMEDIA benefit plans that provide the benefits listed on Schedule B,
attached hereto, do not permit Rogers to continue to participate in such plans
(unless otherwise specified in Schedule B) following the Termination Date.  In connection with the foregoing, Schedule B
hereto (i) lists the benefits PRIMEDIA is required to continue and (ii)
specifies whether PRIMEDIA will continue such coverage or provide Rogers with
cash payments that are sufficient for Rogers to obtain benefits that are
equivalent to the benefits to which Rogers was entitled immediately prior to
the Termination Date, as set forth on Schedule B (the “Benefit Payments”). The
Benefit Payments shall be payable in such amounts, and at such times, as are
set forth on Schedule B. To the extent the Benefit Payments are subject to
Federal, state or local income, employment and other Taxes, PRIMEDIA will
provide Rogers with an additional payment (the “Benefit Tax Payment”), at the
time each Benefit Payment is payable pursuant to Schedule B, in an amount such
that, after payment of all such Taxes, Rogers will retain an amount equal to
the corresponding Benefit Payment. 
Rogers hereby acknowledges and agrees that the amounts set forth on Schedule
B attached hereto with respect to each of the particular 


 


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benefit or coverage
identified on such schedule (which, for the avoidance of doubt, includes all
Benefit Payments and the corresponding Benefit Tax Payments) are sufficient for
Rogers to purchase benefits that are equivalent to those corresponding benefits
that he was eligible to receive immediately prior to the Termination Date, as
identified on Schedule B.


1.4           Office
Accommodations and Equipment; Reimbursement of Expenses.


(a)           For the period commencing November 1,
2003 and ending on April 16, 2004 (the “Lease Period”), PRIMEDIA shall pay
TRget Media LLC, $53,188.00 (the “Lease
Payment”) in a single lump sum on the Effective Date for the office
accommodations identified on Schedule C. 
In addition, during the Lease Period, PRIMEDIA shall provide to Rogers
the equipment and services (including reimbursement for utilities and other
expenses, as applicable) set forth on Schedule C, in accordance with the terms
of Schedule C, and transfer title to Rogers (to the extent PRIMEDIA itself
holds title) of the following: (i) any computer and telecommunications office
equipment (including fax machines, blackberry e-mail devices, telephones, and
cell phones) located at Rogers’ residence as of the Termination Date and (ii)
all furnishings, file cabinets and office equipment maintained at Rogers’
current office.


(b)           On the Effective Date, PRIMEDIA shall
make a lump sum payment to Rogers to reimburse Rogers in full for costs
incurred from the Trigger Date to the Termination Date for office or home
office, computer and telecommunications equipment or services not previously
reimbursed by PRIMEDIA, which costs have been documented and which
documentation has been submitted by Rogers to PRIMEDIA prior to the date of
this Agreement or which shall be submitted by Rogers within five business days
of the Termination Date.


1.5           Tax
Withholding.


(a)           Withholding Generally.  All payments made under this Agreement (with
the exception of the payment of attorneys fees and the payments, transfers and
services described in Section 1.4 and Schedule C (the “Office Payments”)) shall
be treated as supplemental wage payments (the applicable rate of which, as of
the date hereof, is 26% of any such payment for Federal income tax purposes)
for purposes of Federal, state and local tax withholding.  Subject to Section 1.5(b), PRIMEDIA may
withhold from any amounts payable in cash under this Agreement (other than the
attorneys fees and the Office Payments) such 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, including, without
limitation, supplemental wage payments, and an amount in respect of the
applicable withholding liability arising upon the distribution of the
Restricted Shares to Rogers as provided in Section 1.2(c) of this Agreement.
For the avoidance of doubt, PRIMEDIA shall not withhold any Taxes from the
attorneys’ fees or the Office Payments.


(b)             Withholding in respect of
Restricted Shares.  In connection
with the payment to PRIMEDIA by Rogers of the applicable withholding liability
in respect of the Taxes payable upon the distribution of the Restricted Shares,
determined in a manner consistent with Section 1.5(a) above (the “Restricted
Share Withholding Liability”), 


 


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PRIMEDIA shall deliver to
the Trustee the Payment Schedule (as defined in the Trust Agreement) as required
under the terms of the Trust Agreement, which Payment Schedule shall provide
that, on the Termination Date, the Trustee will transfer (i) a number of
Restricted Shares having a fair market value (calculated based on the closing
price of one share of common stock of PRIMEDIA on the first trading day
immediately preceding the Termination Date) equal to the amount of the
Restricted Share Withholding Liability (the “Withholding Shares”) to a broker
designated in writing by Rogers (the “Broker”) and (ii) the remainder of the
Restricted Shares directly to Rogers (or his Broker or other agent as Rogers
may designate in writing).  In addition,
Rogers shall deliver irrevocable instructions to the Broker to sell on the Termination
Date all of the Withholding Shares it receives from the Trustee, and to
promptly remit all proceeds from such sale to PRIMEDIA.  In the event that such sales proceeds do not
satisfy the amount of the Restricted Share Withholding Liability, Rogers shall
promptly pay to PRIMEDIA in cash any such shortfall.  In the event that such sales proceeds are in excess of the amount
of the Restricted Share Withholding Liability, PRIMEDIA shall promptly pay to
Rogers in cash any such excess.


1.6           Full Satisfaction of Potential
Claims.  Rogers hereby acknowledges
and agrees that his receipt of all payments and benefits provided in Section 1
of this Agreement constitutes full and final payment, accord and satisfaction
of any and all potential claims described in Section 2 of this Agreement
against the Company Releasees (as defined therein) and that, except as provided
in Section 1.3 of this Agreement, no benefits or payments provided for herein
shall be reduced on account of any subsequent employment or engagement of
Rogers.


2.                                      RELEASES AND
REPRESENTATIONS


2.1           Rogers Release.  For and in consideration of the payment of
the amounts described in Section 1 of this Agreement, Rogers hereby agrees on
behalf of himself, his agents, assignees, attorneys, successors, assigns, heirs
and executors, to, and Rogers does hereby, fully and completely forever release
the Beneficiaries 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
Rogers 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 Rogers, for,
upon, or by reason of, any matter, action, omission, course or thing whatsoever
occurring up to the date this Agreement is signed by Rogers (such date, as set
forth on the signature page attached hereto, the “Execution Date”), including,
without limitation, in connection with or in relationship to Rogers 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, 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, 


 


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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 (i) to enforce Rogers’ rights or obligations
under, or specifically referred to in, this Agreement, (ii) related to, or
arising under, Section 15 of the Employment Agreement, (iii) vested rights
under PRIMEDIA’s benefit plans (other than any equity or equity-based
compensation or benefit plans, aside from the PRIMEDIA Stock Purchase Plan) or
(iv) a claim for Taxes that Rogers incurs as a result of conduct of PRIMEDIA  (other than in accordance with the terms
of any agreement between Rogers and PRIMEDIA) to the extent such claim exists under
applicable law.


2.2           Waiver.  Notwithstanding the generality of Section
2.1, but subject to the proviso contained in the last sentence of Section 2.1,
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, 1.3, and 1.4 of this Agreement; (ii) any and all
claims identified in Section 2.3 of this Agreement, below, other than those
rights and benefits specifically provided for under Section 1.2 of this Agreement;
(iii) any and all claims identified 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 (iv) 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
AGREEMENT, ROGERS WILL HAVE WAIVED ANY RIGHT ROGERS MAY HAVE HAD TO BRING A
LAWSUIT OR MAKE ANY CLAIM AGAINST PRIMEDIA RELEASEES BASED ON ANY RELEASED
CLAIM UP TO THE DATE OF THE SIGNING OF THIS AGREEMENT.


2.3           Waiver of Equity Rights.  Except as provided for in Section 1.2 of
this Agreement, in consideration of the payments and benefits provided for
elsewhere in Section 1 of this Agreement, and for other good and valuable
consideration, Rogers hereby forever waives, releases and fully relinquishes
any right or title to any and all equity, including but not limited to stock
and stock options, whether granted to Rogers as of the Termination Date or not,
in PRIMEDIA or any subsidiary, partner or joint venture of PRIMEDIA, including
without limitation About, Inc., About.com and any of the internet ventures
listed on Schedule A hereto; provided, however, that nothing in
this Section 2.3 shall be construed to limit in any way Rogers’ right to
purchase any such equity in the open market or pursuant to the PRIMEDIA Stock
Purchase Plan or Thrift and Retirement Plan or Rogers’ right to hold and sell
any such equity held by Rogers as of the date hereof (or which he shall
otherwise acquire upon the exercise of the Options or upon the distribution of
the Restricted Shares to Rogers, in each case as provided hereunder).


2.4           PRIMEDIA Release.  For and in consideration of the undertakings
of Rogers in Sections 2.1, 2.2 and 2.3 above, and for other good and valuable
consideration the receipt of which is hereby acknowledged, PRIMEDIA hereby
agrees on behalf of PRIMEDIA, 


 


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the
other Beneficiaries, their affiliates, agents, assignees, attorneys, successors
and assigns (the “Company Releasors”) to, and the Company Releasors do hereby,
fully and completely forever release Rogers, his agents, assignees, attorneys,
successors and assigns, heirs and executors (hereinafter collectively referred
to as the “Rogers 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, specialties, covenants, contracts, variances,
trespasses, extents, executions and demands of any kind whatsoever which the
Company Releasors ever had, now have or may have against Rogers Releasees or
any of them, in law, admiralty or equity, whether known or unknown to the
Company Releasors, for, upon, or by reason of, any matter, action, omission,
course or thing whatsoever occurring up to the date this Agreement is signed by
PRIMEDIA, including, without limitation, in connection with or in relationship
to Rogers’ employment or other service relationship with PRIMEDIA, the
termination of any such employment or service relationship and to any
applicable employment, compensatory or equity arrangement with PRIMEDIA
(including, without limitation, the Employment 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, breach of fiduciary duty,
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
“Company Released Claims”); provided that such Company Released Claims
shall not include (i) any claims to enforce the Company Releasors’ rights or
obligations under, or with respect to, this Agreement or (ii) a claim for Taxes
that PRIMEDIA was required by law to pay on Rogers’ behalf to the extent such
claim exists under applicable law.


2.5           Representations
and Warranties; Acknowledgements and Agreements.


(a)             Representations and Warranties.  Rogers and PRIMEDIA each represents that (a)
they have read carefully and fully understand the terms of this Agreement and
(b) upon execution and delivery of this Agreement by each of Rogers and
PRIMEDIA, this Agreement shall be a valid and binding obligation of each of
Rogers and PRIMEDIA (and, upon execution by PRIMEDIA, of the Beneficiaries),
respectively, enforceable against each of them in accordance with its terms,
subject to the effects of bankruptcy, insolvency, fraudulent conveyance,
reorganization, moratorium and other similar laws relating to or affecting
creditors’ rights generally.  Rogers
further represents that he has been advised to consult with an attorney and
that he has availed himself of the opportunity to consult with an attorney
prior to signing this Agreement.


(b)           Acknowledgements and Agreements.  Rogers and PRIMEDIA each acknowledges and
agrees that they are executing this Agreement willingly, voluntarily and
knowingly, of their own free will, and that they have not relied on any
representations, promises or agreements of any kind made to each other in connection
with their respective decisions to accept the terms of this Agreement, other
than those set forth in this Agreement. 
Rogers further acknowledges, understands, and agrees that his employment
with PRIMEDIA has terminated effective as of the Termination Date, that the
provisions of Section 1 of this Agreement are in lieu of any and all payments
and benefits to which Rogers may otherwise be entitled to receive pursuant to
the Employment Agreement, 4/5/6 Stock Option Agreement and the Original Stock
Option Agreement (and the PRIMEDIA stock purchase and option plan pursuant to
which such Options were granted), that Rogers will not be reemployed by
PRIMEDIA, and that Rogers will 


 


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not apply for or otherwise seek employment with
PRIMEDIA or any of its parents, companies, subsidiaries, divisions or
affiliates. Notwithstanding the preceding sentence, but subject to Rogers’
compliance with his confidentiality obligations under Section 13 of the
Employment Agreement and his other obligations under Section 4.2 of this
Agreement, nothing hereunder shall limit Rogers from at any time (i)
approaching PRIMEDIA about purchasing, (ii) participating in any effort to
purchase, or (iii) purchasing from PRIMEDIA, in each case individually or as
part of a bidding group, PRIMEDIA or any property owned by PRIMEDIA.  Rogers
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 Agreement and
that the Age Discrimination in Employment Act gives him the right to revoke
this Agreement within seven (7) days after he signs this Agreement, and Rogers
understands that, as of the date of this Agreement, he will not receive any
payments under this Agreement until such seven (7) day revocation period (the
“Revocation Period”) has passed and then, only if he has not revoked this
Agreement.  To the extent Rogers has
executed this Agreement within less than twenty-one (21) days after its
delivery to him, Rogers hereby acknowledges that his decision to execute this
Agreement 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.


3.                                      EFFECTS OF
SETTLEMENT


Rogers and PRIMEDIA,
on behalf of itself and the other the Beneficiaries, agree that the payments
and benefits by PRIMEDIA, and the acceptance by Rogers 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 Rogers,
PRIMEDIA, or the other Beneficiaries, and each of Rogers and PRIMEDIA (on
behalf of itself and the other Beneficiaries) expressly denies any liability.


4.                                      PRESS RELEASES;
PROHIBITED STATEMENTS; CONTINUING EFFECTIVENESS OF COVENANTS IN EMPLOYMENT
AGREEMENT


4.1           Press Releases and Other
Statements Regarding this Agreement. 
Rogers and PRIMEDIA hereby mutually agree not to issue any press release
or otherwise publicize this Agreement 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.”


4.2           Statements by PRIMEDIA and Rogers.  Except as permitted in Section 4.1 above,
neither party hereto shall issue any press release or other public statement or
make any statement (and PRIMEDIA shall further use its commercially reasonable
efforts to prevent any director, officer, or any members of the firms of the
controlling shareholders of, PRIMEDIA (any of the foregoing, a “PRIMEDIA
Affiliate”) from issuing any press release or other public statement or making
any statement), directly or through any entity or intermediary, which is
reasonably intended or reasonably likely to become public, that is derogatory
or  disparaging of, or damaging to, that
alleges improper conduct by, or that is reasonably likely or intended to cause
damage or embarrassment (any such statement, a “Prohibited Statement”) to Rogers,
PRIMEDIA or any PRIMEDIA Affiliate, as applicable; provided, however,
that each of Rogers, PRIMEDIA and any PRIMEDIA Affiliate, as applicable, shall
be permitted to: (i) make any statement that is required by applicable
securities laws or other laws to be included in a filing or disclosure
document; (ii) defend itself or himself (as applicable) against any statement
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Rogers, PRIMEDIA or any PRIMEDIA Affiliate, as
applicable, that is a Prohibited Statement regarding Rogers, PRIMEDIA or any
PRIMEDIA Affiliate, as applicable, so long as the defending party (Rogers,
PRIMEDIA or the PRIMEDIA Affiliate, as applicable), (x) reasonably believes
that the statements made in such defense of a Prohibited Statement are not
false statements and (y) makes statements in such defense that are directly
responsive to the Prohibited Statement; and (iii) provide truthful testimony in
any legal proceeding; provided, further, in the case of (i) and (iii) above, each
party hereto shall provide the other party hereto with reasonable advance
notice of such statement or testimony.


4.3           Continuation of Restrictive
Covenants; Separate Liability; Equitable Relief. 


(a)           Continuation of Restrictive
Covenants. Rogers agrees and acknowledges that the provisions of Section 13
of the Employment Agreement shall continue in full force and effect following
the Termination Date, pursuant to their terms.


(b)           Separate Liability.  Rogers agrees and understands that his
obligations set forth in Sections 4.1 and 4.2 of this Agreement (and Section 13
of the Employment Agreement) are separate from any other provisions in this
Agreement and that any breach of those provisions (or any of the provisions of
Section 13 of the Employment Agreement) may be treated by any of the PRIMEDIA
Affiliates as a breach of this Agreement for which Rogers may be separately
liable.  PRIMEDIA further agrees and
understands that the obligations set forth in Sections 4.1 and 4.2 of this
Agreement are separate from any other provisions in this Agreement and that any
breach of those provisions may be treated by Rogers as a breach of this
Agreement for which PRIMEDIA may be separately liable.


(c)           Equitable Relief.  Rogers and PRIMEDIA each acknowledges and
agrees that the other party’s remedies at law for a breach or threatened breach
of any of the provisions of Section 4 above would be inadequate and that the
parties would suffer irreparable damages as a result of such breach or
threatened breach.  In recognition of
this fact, Rogers and PRIMEDIA each agrees that, in the event of such a breach
or threatened breach, in addition to any remedies at law, the offended party
may, without posting any bond, obtain equitable relief in the form of specific
performance, temporary restraining order, temporary or permanent injunction or
any other equitable remedy which may then be available.


5.                                      GOVERNING LAW;
DISPUTE RESOLUTION; LEGAL FEES


5.1           Governing Law.  This Agreement 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; Legal Fees.


(a)           Resolution of Disputes.  Except to the extent otherwise provided in
Section 4.3(c) of this Agreement, 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.


 


10

















 


(b)           Legal Fees.  PRIMEDIA and Rogers shall each pay half of
all costs of the arbitrators referenced in Section 5.2(a) above; provided,
however, that in any arbitration, the arbitrators shall award attorneys’
fees (and all other related costs) incurred in connection with the arbitration
to the party in the arbitration that prevailed on substantially all of the
material issues in dispute in such arbitration.  Notwithstanding the foregoing, in the event that one of the
material issues in dispute relates to alleged violation(s) by either of the
parties (or, if applicable, by a PRIMEDIA Affiliate) of the restrictive
covenants set forth in Section 4.2 of this Agreement, the arbitrator shall
separately determine and allocate a portion of the attorneys’ fees (and other
related costs, including fees incurred in connection obtaining or defending
against any action injunctive relief) of the party to the proceeding who
prevails on such issue as fees (and related costs) which the party to the
proceeding who does not prevail on this issue shall be required to pay.  The award rendered in any such proceeding,
shall be made in writing and shall be final and binding on the parties thereto,
and judgment upon the award may be entered in any court having competent
jurisdiction thereof.


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 and have been provided the opportunity to review this Agreement and
accordingly, the normal rule of construction to the effect that any ambiguities
are to be resolved against the drafting party shall not be employed in the
interpretation of this Agreement. 
Instead, the language of all parts of this Agreement 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
Rogers’ execution of this Agreement; provided, however, that
PRIMEDIA’s obligation to make any of the payments provided for in Section 1.1
of this Agreement shall become effective on the eighth (8th) day
following the Execution Date, so long as Rogers had not revoked Section 2.1 of
this Agreement as permitted under Section 2.5(b) of this Agreement, which 8th
day shall be referred to herein as the “Effective Date”.


9.                                      MISCELLANEOUS


9.1           Entire Agreement.  Except as set forth in this Agreement, the
Agreement sets forth the entire agreement between the parties hereto, and fully
supersedes any and all prior agreements or understandings.  Notwithstanding the foregoing, this
Agreement shall not supersede Sections 7(e), 12(i), 13, 15, 16, 18, 19, 20 and
22 of the Employment Agreement, which, in each case, shall continue in full force
and effect after the date hereof.


9.2           Third Party Beneficiaries.  Except with respect to Sections 2 and 3 of
this Agreement, which are intended to benefit PRIMEDIA as well as the other
Beneficiaries, and 


 


11

















 


except with respect to
Section 4 of this Agreement, which is intended to benefit PRIMEDIA as well as
the other PRIMEDIA Affiliates, in each such case to the extent stated, nothing
expressed or implied in this Agreement is intended to confer any rights,
remedies, obligations or liabilities upon any person other than PRIMEDIA and
Rogers; provided, that the PRIMEDIA Affiliates shall also be bound by or
subject to the provisions of Section 5.2(b).


 


9.3           Notices.  All notices hereunder shall be in writing
and shall be deemed to have been duly given when delivered by hand, or on day
after sending by express mail or other overnight courier service or three days
after sending by certified mail or registered mail, postage prepaid, return
receipt requested.  Any notice shall be
sent as follows:


 


                                To
Rogers


 


At Rogers’ home address
as reflected on the personnel records of PRIMEDIA as of the date hereof


 


                                With
a copy to:


 


                                The
Bachelder Firm
                                780 Third
Avenue
                                New York,
NY  10014
                                Attention:  Scott Price, Esq.


 


                                To
PRIMEDIA


 


                                PRIMEDIA,
INC.


                                745
Fifth Avenue


                                New
York, New York 10151


                                Attention:  General Counsel


 


                                With
a copy to:


 


                                Simpson
Thacher & Bartlett LLP


                                425
Lexington Avenue


                                New
York, New York 10017


                                Attn:  Alvin Brown, Esq.


 


9.4           Binding Agreement; Assignment;
Transfers.  This Agreement is
binding upon, and shall inure to the benefit of Rogers and each of PRIMEDIA and
the other Beneficiaries and to each party’s heirs (in the case of Rogers),
executors, administrators, successors and assigns.  In the event of Rogers’ death or a judicial determination of
Rogers’ incompetence, the compensation and benefits due Rogers under this
Agreement shall be paid to Rogers’ estate or legal representative, as the case
may be, and any references in this Agreement to Rogers shall be deemed to refer,
where appropriate, to Rogers’ estate or other legal representative or to
Rogers’ designated beneficiary or beneficiaries.  PRIMEDIA is entitled to assign or otherwise transfer its
obligations and rights to any of its affiliates; provided, however,
that to the extent such affiliate does not perform or otherwise satisfy
PRIMEDIA’s obligations as set forth in this Agreement, PRIMEDIA shall remain
liable to Rogers for all such obligations; provided, further, however, that in
the event of a sale of all or substantially all of the assets, stock 


 


12

















 


or business of PRIMEDIA,
the acquirer thereof shall be required to assume this Agreement and all
obligations to Rogers hereunder.


 


9.5           Counterparts.  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 which
taken together shall constitute one and the same agreement.


 


[Signatures on next page.]


 


13

















 


PLEASE READ AND CONSIDER THIS AGREEMENT CAREFULLY
BEFORE EXECUTING.  THIS SETTLEMENT
AGREEMENT AND RELEASE INCLUDES A RELEASE OF ALL KNOWN AND UNKNOWN CLAIMS.


	
  Dated:

  	
   

  	
   

  	
  PRIMEDIA, INC.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
   

  	
  /s/ Beverly C. Chell

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  Title: Vice Chairman

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  THOMAS S. ROGERS

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Dated:

  	
   

  	
   

  	
  /s/ Thomas S. Rogers

  



 


 


14

















 


Schedule A


 


 


	
  Businesses
  that have separate Internet ventures in which Mr. Rogers received the options
  for 3% of the equity, but did not receive the 2% purchase equity to which he
  is entitled:

   

  1.  Industryclick

  2.  HPCi

  3.  Teen Portal

  •       Seventeen

  •       Teen
  Mag

  •       Gurl.com

  4. 
  AmericanBaby.com

  5. 
  ModernBride.com

  6.  Equine
  Group

  •       Arabian Horse World

  •       Equus

  •       Dressage Today

  •       Horse & Rider

  •       Practical Horseman

  7.  History Group

  •       History Online

  •       American History Online

  •       America’s Civil War Online

  •       British Heritage Online

  •       Civil War Times Online

  •       Military History Online

  •       Vietnam Online

  •       Wild West Online

  •       World War II Online

  •       Historic Traveler Online

  •       Military History Classic Online

                  8.  Shutterbug

                  9.  Craftsmag.com

                  10. Outdoor Group

  •       Bodyboarder Online

  •       Surfing

  •       SG Online

  •       Fly Fisherman

  •       Bow Hunter

  •       In-Fisherman

  •       Wall In-sider

  •       Florida Sportsman

  •       Shooting Times

  •       Shotgun News

  •       Game & Fish

  •       North American Whitetail

  •       Canoe & Kayak

  •       Climbing

  •       Kit Planes

   

  	
  Businesses
  that have separate Internet ventures in which Mr. Rogers received neither the
  3% options nor the 2% purchase equity, and is entitled to 5% of the equity:

   

  1.  Federal Sources

  2.  Primedia Workplace
  Learning

  3.  Kagan/Simba

  4.  ChannelOne.com

  5.  Films for the Humanities

  6.  Gravity Games Online

  7.  Domaina.com

  8.  Real Estate.com

  9.  Soap Opera Digest and
  Weekly

  10. Primedia Magazine Store (on-line sales of
  magazines)

  11. Primedia Consumer Magazine eCommerce business

  12. Outdoorsbest.com

  • Guns & Ammo

  • Handguns

  • Gun Dog

  • Petersen’s Bowhunting

  • Petersen’s Hunting

  • Rifle Shooter

  • Wild Fowl

  13. NY Metro.com

  14. Marine

  •       Power and MotorYacht

  •       Sail

  15. Gems

  •       Colored Stone

  •       Lapidary Journal

  16. Auto Portal

  •       Automobile

  •       Motor Trend

  •       Truck Trend

  17. Crafts

  •       Craft Trends

  •       Creative Machine & Embroidery

  •       Creating Keepsakes

  •       McCall’s Quilting

  •       McCall’s Quick Quilts

  •       Quilter’s Newsletter

  •       Quiltmaker

  •       Sew News

  •       Simple Scrap Books

  •       Step by Step Beads

  18. Action Sports

  •       Bike

  •       Climbing

  •       Kitplanes

  •       Powder

  •       Skateboarder

  •       Slam

  •       Snowboarder

  •       Surfer

  19. High Technology

  •       Audio Visual Interiors

  •       EDigital Photo

  •       Home Theatre

  •       Petersen’s Photographic

  •       Stereophile

  



 


 


 


15

















 


 


Schedule B 


 


Company-paid and supplemental life insurance


 


On the Effective Date, PRIMEDIA will pay Rogers a cash
lump sum in the amount of  $4,063.73 in
respect of the continuation, from the Termination Date through April 16, 2005,
of life insurance benefits to which Rogers was entitled immediately prior to
the Termination Date.


 


Accidental death & dismemberment insurance


 


On the Effective Date, PRIMEDIA will pay Rogers a cash
lump sum in the amount of $416.75 in respect of the continuation, from the
Termination Date through April 16, 2005, of accidental death &
dismemberment insurance benefits to which Rogers was entitled immediately prior
to the Termination Date.


 


Short-term disability benefits


 


PRIMEDIA will provide Rogers with short-term
disability benefit coverage, on a self-insured basis, on the same terms and
conditions under which Rogers is entitled to receive short-term disability
benefits immediately prior to the Termination Date ($1,000 per week for up to
26 weeks of disability), from the Termination Date through April 16, 2005.


 


Long-term disability benefits


 


Effective as of the Termination Date, PRIMEDIA will
continue to provide Rogers with long-term disability insurance, either through
PRIMEDIA’s long-term disability carrier or on a self-insured basis, from the
Termination Date through April 16, 2005, that provides equivalent benefits to
those provided under PRIMEDIA’s long-term disability insurance plan to which
Rogers is entitled immediately prior to the Termination Date, at the same cost
to Rogers payable prior to the Termination Date.  In connection with the foregoing, Rogers shall, if requested by
PRIMEDIA, submit to such physical examination as may be necessary as a
condition of the issuance of any such long-term disability policy.  For the avoidance of doubt, the long-term
disability insurance to be provided hereunder does not include any special
supplemental long-term disability insurance previously provided to Rogers in
lieu of the provision of an automobile.


 


Health Reimbursement
Account (“HRA”)


On the Effective Date, PRIMEDIA will pay Rogers a cash
lump sum in the amount of  $2,112.48 in
respect of his participation in PRIMEDIA’s HRA program in respect of the period
beginning on the Termination Date and ending on April 16, 2005.


 


Dependent Care
Reimbursement Account (“DCRA”)


On the Effective Date, PRIMEDIA will pay Rogers a cash
lump sum in the amount of  $4,062.43 in
respect of his participation in PRIMEDIA’s DCRA program in respect of the
period beginning


 


16

















 


on the Termination Date and ending on April 16,
2005.  Amounts held in Rogers name under
such Plan shall be distributed to Rogers in accordance with the terms of the
Plan.


 


Schedule B, cont’d


 


Thrift & Retirement Plan (“Savings Plan”)


 


No later than ten (10) days after the Termination
Date, PRIMEDIA will pay Rogers a cash lump sum in the amount of  $24,651.92 in respect of his participation
in PRIMEDIA’s Savings Plan, in respect of the period beginning on the
Termination Date and ending on April 16, 2005. 
Amounts held in Rogers name under such Plan shall be distributed to
Rogers in accordance with the terms of the Plan.  In addition, PRIMEDIA will pay Rogers a cash lump sum in the
amount of $10,571.21 in respect of any unvested amounts in his PRIMEDIA Savings
Plan account.


 


Employee Stock Purchase Plan


 


No later than ten (10) days after the Termination Date,
PRIMEDIA will pay Rogers a cash lump sum in the amount of  $4,705.00 in respect of his participation in
PRIMEDIA’s Employee Stock Purchase Plan, in respect of the period beginning on
the Termination Date and ending on April 16, 2005.


 


Transportation Account


 


No later than ten (10) days after the Termination
Date, PRIMEDIA will pay Rogers cash lump sum in the amount of $633.73 in
respect of his participation in PRIMEDIA’s Transportation Account program, in
respect of the period beginning on the Termination Date and ending on April 16,
2005.


 


Parking Account


 


No later than ten (10) days after the Termination
Date, PRIMEDIA will pay Rogers a cash lump sum in the amount of $389.99 in
respect of his participation in PRIMEDIA’s Parking Account program, in respect
of the period beginning on the Termination Date and ending on April 16, 2005.


 


 


17

















 


Schedule C


 


                The Lease Payment
shall be paid to TRget Media, LLC in respect of the office accommodations to be
provided Rogers at 150 E 52nd, 31st floor, New York, New York  (the “Leased Office”).


 


                In addition to the
Lease Payment, PRIMEDIA shall provide the following equipment and services
during the Lease Period (to the extent such equipment is, as of the Termination
Date, already provided to Rogers, such equipment and type of services being so
provided with respect to such equipment shall be deemed to satisfy the
agreement to provide the following):


 


•                    Land and cellular phone service,
high-speed internet access, cable TV access, Blackberry service and utilities
at the Leased Office


•                    Computers (currently being provided) for Rogers and
assistant at the Leased Office


•                    Fax machines (currently being provided) for Rogers and
assistant at the Leased Office


•                    Blackberry (currently being provided) e-mail devices
for Rogers assistant


•                    Cell phone for Rogers (currently being provided)


•                    Support and repair services for computer, Blackberry
and telecommunications equipment at Rogers’ home and Leased Office locations


•                    Full-time secretarial assistance as described below


•                    Moving of office furnishings, file cabinets and
equipment from Rogers’ current office to the Leased Office; provided, however,
in the event that Rogers’ has previously paid a moving company to move such
furnishings, cabinets and equipment, Rogers shall provide a copy of the bill
and reasonable evidence of such payment, in which case PRIMEDIA shall reimburse
Rogers for such expenses within ten (10) business days after receipt of such
documentation.


•                    Continued delivery to Rogers of up to a
reasonable number of PRIMEDIA publications indicated by Rogers, unless and
until such publications ceased to be controlled by PRIMEDIA or any of its
subsidiaries at the address specified by Rogers.


•                    Office supplies for the Leased Office.


 


                For purposes
hereof, the parties agree that (i) the secretary, Kathleen McMorrow, who is
currently made available by PRIMEDIA to Rogers (the “Assistant”) shall, at
Rogers election, continue to be made available to him through the Lease Period
at the Leased Office during regular business hours (as set forth in PRIMEDIA’s
employee handbook applicable for such Assistant), (ii) PRIMEDIA shall continue
the Assistant on PRIMEDIA’s payroll with customary benefits through the Lease
Period and (iii) PRIMEDIA shall continue to honor the terms of that certain
letter agreement dated February 13, 2003 between the Assistant and PRIMEDIA,
attached hereto.


 


 


18