Exhibit 10.51


     

     

    THE
      READER’S DIGEST ASSOCIATION, INC.

    READER’S
      DIGEST ROAD

    PLEASANTVILLE,
      NY 10570-7000

    


    


    


                                                    April
      23,
      2001

    


    


    


    Michael
      A. Brizel

    The
      Reader’s Digest Association, Inc.

    Reader’s
      Digest Road

    Pleasantville,
      NY 10570

    


    Dear
      Mike:

    


    This
      letter (the “Agreement”) serves to confirm those payments and benefits that you
      will receive, subject to and in accordance with the terms and conditions of
      this
      Agreement in connection with a termination of your employment with The Reader’s
      Digest Association, Inc. (the “Company”).

     

    
      	
              1.

            	
              Termination
                of Employment

            


    

     

    
      	
              1.1

            	
              The
                Company may terminate your employment at any time, with or without
                stated
                reason. You shall receive the benefits provided hereunder upon one
                of the
                following terminations (each, a “Qualifying Termination”): (a) the
                termination of your employment by you for Good Reason (as defined
                in
                Section 1.2), or (b) the termination of your employment by the Company,
                unless such termination is for Cause (as defined in Section 2.4)
                or as a
                result of Total Disability (as defined in the Company’s Long-Term
                Disability Plan) or death. Any termination by you shall be communicated
                by
                written notice indicating the termination provision in this Agreement
                relied upon, if any, and the date of termination; provided
                that the date of termination shall in no event be earlier than ten
                (10)
                business days after the date on which such notice of termination
                is
                effective pursuant to Section 14.1 hereof (the “Date of
                Termination”).

            


    

     


    
      
        
        

      

      
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              1.2

            	
              For
                purposes of this Agreement, “Good Reason” shall mean the occurrence of
                either of the following without your express written
                consent:

            


    

     

    
      	 	
              (a)

            	
              a
                reduction by the Company in your annual base salary or your annual
                target
                bonus opportunity under the Company’s Management
                Incentive Compensation Plan or the Company’s Senior Management Incentive
                Plan, as applicable (each, as applicable, the “Annual Incentive Plan”),
                each as in effect on the date of this Agreement or as each may be
                increased from time to time, unless such reduction is part of and
                consistent with a management-wide or Company-wide cost cutting program,
                and then only if the percentage of your reduction is no greater than
                that
                of the other management personnel;
                or

            


    

     

    
      	 	
              (b)

            	
              a
                relocation to an office located anywhere other than within seventy-five
                (75) miles of your current primary office, except for required travel
                on
                Company business to an extent substantially consistent with your
                then
                current business travel
                obligations.

            


    

     

    Mandatory
      retirement under the Company’s retirement policies shall not constitute a
      termination for Good Reason hereunder.

     

    
      	
              1.3

            	
              Any
                termination of your employment by you for Good Reason shall be made
                within
                ninety (90) days after your knowledge of the occurrence of the event
                constituting Good Reason.

            


    

     

    
      	
              2.

            	
              Compensation
                Upon Termination

            


    

     

    
      	
              2.1

            	
              If
                your employment shall be terminated pursuant to a Qualifying Termination,
                you shall receive the following payments and benefits for the one-year
                period following the Date of Termination, if your grade level is
                19 or 20
                (or the equivalent) as of your Date of Termination, and for the two-year
                period following the Date of Termination, if your grade level is
                21 or
                above (or the equivalent) as of your Date of Termination (in each
                case,
                such period, as applicable, shall be referred to as the “Severance
                Period”):

            


    

     

    
      	 	
              (a)

            	
              your
                highest annual base salary in effect at any time during the 12-month
                period immediately prior to the Date of Termination,
                plus

            


    

     

    
      	 	
              (b)

            	
              the
                higher of the following:

            


    

     

    
      	 	
              (i)

            	
              the
                highest amount paid to you under the Annual Incentive Plan, during
                the
                three (3) plan years most recently ended prior to the Date of Termination;
                or

            


    

     

    
      	 	
              (ii)

            	
              your
                annual target bonus award, if any, under the Annual Incentive Plan
                for the
                fiscal year in which the Date of Termination
                occurs.

            


    

     


    
      
        
        

      

      
        -2-

        
          

        

      

      
        
        

      

    


    The
      aggregate amount of severance payable under this Section 2.1 shall be paid
      in
      equal installments on a bi-weekly basis, commencing upon the Date of
      Termination.

     

    
      	
              2.2

            	
              If
                your employment shall be terminated pursuant to a Qualifying Termination,
                the Company shall maintain in full force and effect, for your continued
                benefit for the Severance Period, all medical, dental and group life
                insurance plans in which you participated immediately prior to the
                Date of
                Termination, provided that your continued participation is permissible
                under the general terms and conditions of such welfare plans, and
                that you
                continue to make all required employee contributions under each such
                plan;
                provided,
                that any amendment or termination of such plans during the Severance
                Period with respect to the active employees may, in the Company’s
                discretion, modify your continued benefit under such plans. In the
                event
                that your participation in any such welfare plan is barred or in
                the event
                that your participation in any such plan would have adverse consequences
                for you, the Company shall provide you with benefits substantially
                similar
                to those which you would have been entitled to receive under such
                welfare
                plans had your participation not been barred or had you not potentially
                suffered such adverse consequences. The continued coverage under
                this
                Section 2.2 shall apply to each of your eligible dependents who are
                participating in such welfare plans as of the Date of Termination,
                unless
                such dependents cease to remain eligible. Benefits under this Section
                2.2
                shall cease if and to the extent, by virtue of your employment with
                another employer, you become eligible under another employer’s plan or
                plans for medical, dental or group life insurance benefits, as the
                case
                may be. Your eligibility for “COBRA” continuation coverage under
                Section 4980B of the Internal Revenue Code of 1986, as amended (the
                “Code”) shall commence immediately following the end of the Severance
                Period or upon the cessation of your medical benefits from the Company
                pursuant to the preceding sentence, as
                applicable.

            


    

     

    
      	
              2.3

            	
              If
                your employment shall be terminated pursuant to a Qualifying Termination,
                then you shall receive a lump sum payment within ten (10) business
                days
                following the Date of Termination equal to the product of (a) your
                annual target bonus for the fiscal year in which your Date of Termination
                occurs and (b) a fraction, the numerator of which is the number of
                days in the fiscal year in which the Date of Termination occurs through
                the Date of Termination and the denominator of which is
                365.

            


    

     

    
      	
              2.4

            	
              If
                your employment shall be terminated for Cause, the Company shall
                pay you
                your base salary earned through the Date of Termination, and the
                Company
                shall have no further obligations to you under this Agreement. In
                addition, if your employment shall be terminated for Cause and you
                are a
                participant in The Reader’s Digest Association, Inc. Executive Cash
                Balance Plan (the “Executive Cash Balance Plan”) immediately prior to your
                Date of Termination, you will not be entitled to and will forfeit
                any
                benefits under Executive Cash Balance Plan. For purposes of this
                Agreement, “Cause” shall mean termination of your employment occurring by
                reason of your: 

            


    

     

    
      	 	
              (a)

            	
              embezzlement;

            


    

     

    
      	 	
              (b)

            	
              chronic
                unexcused absence;

            


    

     


    
      
        
        

      

      
        -3-

        
          

        

      

      
        
        

      

    


    
      	 	
              (c)

            	
              proven
                dishonesty;

            


    

     

    
      	 	
              (d)

            	
              fraud;

            


    

     

    
      	 	
              (e)

            	
              conviction
                of, or plea of guilty or nolo contendere
                to, a felony or another charge involving moral turpitude;
                

            


    

     

    
      	 	
              (f)

            	
              improper
                communication of confidential information obtained in the course
                of
                employment; or

            


    

     

    
      	 	
              (g)

            	
              material
                violation of Company rules, including but not limited to a material
                violation of the Company’s Proprietary and Confidential Information Policy
                or a material violation of the Company’s Ethical, Legal and Business
                Conduct Policies or an action that would have constituted a material
                violation of such Policy or Ethical, Legal and Business Conduct Policies
                if you had continued to be employed by the
                Company.

            


    

     

    The
      determination of whether Cause has occurred shall be solely in the discretion
      of
      the Company’s Chief Executive Officer, with the advice of the Company’s Senior
      Vice President, Human Resources and the Company’s General Counsel.

     

    
      	
              3.

            	
              Long-Term
                Incentive Plan Benefits

            


    

     

    
      	
              3.1

            	
              If
                your employment shall be terminated pursuant to a Qualifying Termination,
                you shall have the right to exercise your outstanding stock options
                and
                stock appreciation rights under the Company’s 1989 and 1994 Key Employee
                Long Term Incentive Plans or any successor plans (the “Long Term Incentive
                Plans”) to the extent they are exercisable as of the Date of Termination.
                Such stock options and stock appreciation rights shall remain exercisable
                following the Date of Termination pursuant to the terms of the applicable
                Long Term Incentive Plan and award
                agreement.

            


    

     

    
      	
              3.2

            	
              If
                your employment shall be terminated pursuant to a Qualifying Termination,
                your outstanding awards (other than stock options and stock appreciation
                rights) under the Long Term Incentive Plans shall vest or be forfeited
                (and be payable, if not forfeited) upon or following the Date of
                Termination in accordance with the terms of the applicable Long Term
                Incentive Plan and award agreement.

            


    

     

    
      	
              4.

            	
              Pension
                Benefits and Retiree Medical
                Benefits

            


    

     

    
      	
              4.1

            	
              The
                provisions of this Section 4 shall govern your benefits under any
                of the
                Nonqualified Plans (as defined in the next sentence) in which you
                are a
                participant immediately before a Qualifying Termination of your
                employment, notwithstanding any provision to the contrary in the
                Nonqualified Plans. The “Nonqualified Plans” means The Readers Digest
                Association, Inc. Executive Retirement Plan (the “Executive Retirement
                Plan”), The Reader’s Digest Association, Inc. Executive Cash Balance Plan
                (the “Executive Cash Balance Plan”) and the Excess Benefit Retirement Plan
                of The Reader’s Digest Association, Inc. (the “Excess Cash Balance
                Plan”).

            


    

     


    
      
        
        

      

      
        -4-

        
          

        

      

      
        
        

      

    


    
      	
              4.2

            	
              If
                your employment shall be terminated pursuant to a Qualifying Termination
                and you are a participant in the Executive Retirement Plan immediately
                before the Qualifying Termination, you shall be treated, for purposes
                of
                eligibility for and vesting of benefits (but not for purposes of
                benefit
                accrual) under the Executive Retirement Plan, as if you had remained
                an
                active employee during the Severance Period; however, if you meet
                the
                early retirement conditions under Section 4.2 of the Executive Retirement
                Plan, but do not receive the consent of the Compensation Committee
                of the
                Board, your accrued Normal Retirement Benefit (as defined in the
                Executive
                Retirement Plan) shall vest in
                full.

            


    

     

    
      	
              4.3

            	
              If
                your employment shall be terminated pursuant to a Qualifying Termination
                and you are a participant in the Excess Cash Balance Plan immediately
                before the Qualifying Termination, your benefit under the Excess
                Cash
                Balance Plan shall be adjusted so that your combined benefits under
                the
                Excess Cash Balance Plan and The Reader's Digest Association, Inc.
                Retirement Plan (the “Qualified Retirement Plan”) are equal to the
                benefits to which you would have been entitled if, for purposes of
                eligibility for and vesting of benefits (but not for purposes of
                benefit
                accrual), you were treated as if you had remained an active employee
                of
                the Company during the Severance
                Period.

            


    

     

    
      	
              4.4

            	
              Notwithstanding
                the foregoing, if your employment shall be terminated pursuant to
                a
                Qualifying Termination and you are then entitled to any retirement
                benefits under any of the Nonqualified Plans, the Company shall have
                the
                right, in its sole discretion, to pay you such benefits in a single
                lump
                sum cash payment within ten (10) days after the end of your Severance
                Period, such lump
                sum amount to be calculated using the actuarial assumptions specified
                in
                the second paragraph of the definition of “Equivalent Actuarial Value”
                under the Qualified Retirement Plan, as in effect at the time of
                the
                calculation.

            


    

     

    
      	
              4.5

            	
              Except
                as specifically provided above, the time and form of payment of any
                retirement benefits to which you may be entitled under any Nonqualified
                Plan shall be as provided in such Nonqualified Plan; provided
                that if your employment shall be terminated pursuant to a Qualifying
                Termination, in no event shall any such benefits be payable to you
                during
                the Severance Period.

            


    

     

    
      	
              4.6

            	
              If
                your employment shall be terminated pursuant to a Qualifying Termination
                and you are a participant in the Executive Retirement Plan immediately
                before the Qualifying Termination you shall be treated, for purposes
                of
                eligibility for any retiree medical benefits under the Executive
                Retirement Plan, as if you had remained an active employee of the
                Company
                during the Severance Period. In the event that your participation
                in such
                retiree medical plan is barred, or if your participation in such
                plan
                would have adverse consequences for you, the Company shall provide
                you
                with benefits substantially similar to those which you would have
                been
                entitled to receive under such retiree medical plan had your participation
                not been barred or had you not suffered such adverse
                consequences.

            


    

     

    
      	
              5.

            	
              If
                your employment shall be terminated pursuant to a Qualifying Termination,
                you shall be entitled to outplacement counseling services at the
                Company’s
                sole expense commensurate with your position as customarily provided
                by
                the Company. 

            


    

     


    
      
        
        

      

      
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              6.

            	
              Other
                Severance Arrangements

            


    

     

    
      	
              6.1

            	
              This
                Agreement constitutes the entire contract between the parties relating
                to
                the subject matter hereof and supersedes any and all prior agreements
                or
                understandings, written or oral, regarding the subject matter
                hereof.

            


    

     

    
      	
              6.2

            	
              Severance
                payments and benefits hereunder shall be in lieu of other severance
                or
                termination payments and benefits under any other severance plan,
                policy,
                agreement or arrangement of the Company or its affiliates or under
                any
                individual agreement, other than the 2001 Income Continuation Plan
                or
                Income Continuation Plan, in each case, if applicable. Any severance
                payments and benefits under this Agreement shall be reduced by the
                amount
                of any payments and benefits payable to you under the Income Continuation
                Plan.

            


    

     

    
      	
              7.

            	
              The
                payment of any amounts or benefits under this Agreement are expressly
                conditioned on the receipt by the Company from you of a duly executed
                General Waiver and Release of Claims in the form satisfactory to
                the
                Company, the repayment by you of any outstanding advances or loans
                due the
                Company and the return by you of all Company
                property.

            


    

     

    
      	
              8.

            	
              Any
                reference to a specific policy, plan or program in this Agreement
                shall be
                deemed to include any similar policy, plan or program of the Company
                then
                in effect that is the predecessor of, the successor to, or the replacement
                for, such specific policy, plan or
                program.

            


    

     

    
      	
              9.

            	
              The
                Company may withhold from any benefits payable under this Agreement
                all
                federal, state, local or other applicable taxes as shall be required
                pursuant to any law or governmental regulation or
                ruling.

            


    

     

    
      	
              10.

            	
              In
                the event of your death while any amounts are still payable to you
                under
                this Agreement, the Company shall pay all such unpaid amounts to
                your
                designated beneficiary or, if none has been designated, to your
                estate.

            


    

     

    
      	
              11.

            	
              You
                acknowledge that (a) prior to executing this Agreement, you had an
                opportunity to consult with an attorney of your choosing and review
                this
                Agreement with such counsel, (b) you are executing this Agreement
                knowingly and voluntarily and (c) you understand all of the terms
                set
                forth herein.

            


    

     

    
      	
              12.

            	
              In
                the event the Company terminates your employment for Cause and you
                dispute
                the Company’s right to do so or you claim that you are entitled to
                terminate your employment for Good Reason and the Company disputes
                your
                right to do so, a mediator acceptable to you and the Company will
                be
                appointed within ten (10) days to assist in reaching a mutually
                satisfactory resolution, but will have no authority to issue a binding
                decision. Such mediation must be concluded within sixty (60) days
                of the
                Date of Termination or claim to termination for Good Reason. You
                agree
                that you will not institute any legal proceeding relating to the
                matter
                until the conclusion of such
                mediation.

            


    

     


    
      
        
        

      

      
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              13.

            	
              Acts
                Detrimental to the Company

            


    

     

    
      	
              13.1

            	
              You
                agree that you will not engage in any Detrimental Activity during
                the
                Severance Period.

            


    

     

    
      	 	
              (a)

            	
              For
                purposes of this Agreement, Detrimental Activity shall mean: (i)
                the
                disclosure to anyone outside the Company or its affiliates, or the
                use in
                other than the Company’s or its affiliate’s business, without written
                authorization from the Company, of any confidential information or
                proprietary information, relating to the business of the Company
                or its
                affiliates, acquired by you during employment with the Company or
                its
                affiliates; (ii) activity while employed that results, or if known
                could
                result, in termination of your employment that is classified by the
                Company as a termination for Cause as provided in Section 2.4 above;
                (iii)
                any attempt, directly or indirectly, to solicit, induce or hire (or
                the
                identification for solicitation, inducement or hire) any non-clerical
                employee of the Company or its affiliates to be employed by, or to
                perform
                services for, you or any person or entity with which you are associated
                (including, but not limited to, due to your employment by, consultancy
                for, equity interest in, or creditor relationship with such person
                or
                entity) or any person or entity from which you receive direct or
                indirect
                compensation or fees as a result of such solicitation, inducement
                or hire
                (or the identification for solicitation, inducement or hire) without,
                in
                all cases, written authorization from the Company; (iv) any attempt,
                directly or indirectly, to solicit in a competitive manner any current
                or
                prospective customer (other than the ultimate consumer) or advertiser
                of
                the Company or its affiliates without, in all cases, written authorization
                from the Company; (v) your Disparagement (as defined below), or inducement
                of others to do so, of the Company or its affiliates or their past
                and
                present officers, directors, employees or products; (vi) without
                written
                authorization from the Company, the rendering of services for any
                organization, or engaging, directly or indirectly, in any business,
                which
                is competitive with the Company or its affiliates, or which organization
                or business, or the rendering of services to such organization or
                business, is otherwise prejudicial to or in conflict with the interests
                of
                the Company or its affiliates, provided,
                however,
                that the only organizations and businesses which shall be covered
                by this
                subsection (vi) shall be those set forth on Exhibit A hereto (which
                list
                may be changed or expanded by the Company at any time on 90 days’ written
                notice to you which notice shall become effective 90 days after the
                giving
                of such notice, if you are then employed by the Company or any Designated
                Subsidiaries (as defined below)); or (vii) any other conduct or act
                determined by the Committee in its sole discretion, to be injurious,
                detrimental or prejudicial to any interest of the Company or its
                affiliates. For purposes of subparagraphs (i), (iii), (iv) and (vi)
                above,
                the Chief Executive Officer, the most senior Human Resources officer
                and
                the most senior legal officer of the Company shall each have authority
                to
                provide you with written authorization to engage in the activities
                contemplated thereby and no other person shall have authority to
                provide
                you with such authorization.

            


    

     


    
      
        
        

      

      
        -7-

        
          

        

      

      
        
        

      

    


    
      	 	
              (b)

            	
              “Disparagement”
                includes, without limitation, comments or statements to the press,
                the
                Company’s or its affiliates’ employees or any individual or entity with
                whom the Company or its affiliates has a business relationship which
                would
                adversely affect in any manner: (i) the conduct of the business of
                the
                Company or its affiliates (including, without limitation, any products
                or
                business plans or prospects), or (ii) the business reputation of
                the
                Company or its affiliates, or any of their products, or their past
                or
                present officers, directors or
                employees.

            


    

     

    
      	 	
              (c)

            	
              “Designated
                Subsidiary” shall mean one of such subsidiaries of the Company, 80 percent
                or more of the voting capital stock of which is owned, directly or
                indirectly, by the Company, which are designated from time to time
                by the
                Board.

            


    

     

    


    
      	
              13.2

            	
              In
                the event you engage in a Detrimental Activity prior to, or during
                the one
                (1) year period following the payment of any amount hereunder, the
                Company
                shall be entitled to (a) not make any such payment otherwise required
                to
                be made hereunder following the Company's knowledge of your Detrimental
                Activity and (b) recover from you at any time within two (2) years
                after
                any payment made hereunder prior to the Company's knowledge of your
                Detrimental Activity, and you shall pay over to the Company, the
                full
                amount of any such payment made, and the Company shall be entitled
                to
                set-off against the amount of any such payment any amount owed to
                you by
                the Company or its affiliates. Furthermore, if you do not pay over
                to the
                Company within twenty (20) days of demand any payment hereunder,
                such
                amount shall thereafter bear interest at the maximum rate permitted
                by law
                and you shall be liable for all of the Company's costs of collection,
                including but not limited to, reasonable legal
                fees.

            


    

     

    
      	
              13.3

            	
              In
                addition, you agree that any breach or threatened breach of Section
                13.1
                shall entitle the Company to apply for and to obtain injunctive relief,
                which shall be in addition to any and all other rights and remedies
                available to the Company at law or in
                equity.

            


    

     

    
      	
              13.4

            	
              All
                of your rights and benefits under this Agreement shall cease upon
                any
                breach by you of Section 13.1 of this
                Agreement.

            


    

     

    
      	
              14.

            	
              Miscellaneous

            


    

     


    
      
        
        

      

      
        -8-

        
          

        

      

      
        
        

      

    


    
      	
              14.1

            	
              Notices
                and other communications provided for herein shall be in writing
                and shall
                be effective upon delivery addressed as
                follows:

            


    

     

    if
      to the
      Company:

     

    The
      Reader’s Digest Association, Inc.

                   
      Reader’s Digest Road

    Pleasantville,
      NY 10570-7000

    Attention:
      Senior Vice President, Human Resources

     

    with
      a
      copy to:

     

    The
      Reader’s Digest Association, Inc.

    Reader’s
      Digest Road

    Pleasantville,
      NY 10570-7000

    Attention:
      General Counsel

     

    or
      if to
      you, at the address set forth above, or to such other address as to which either
      party shall give notice in accordance with the foregoing.

     

    
      	
              14.2

            	
              This
                Agreement shall be binding upon and shall inure to the benefit of
                the
                parties hereto and their respective successors and assigns; provided,
                however,
                that this Agreement may not be assigned by either party without the
                consent of the other party. 

            


    

     

    
      	
              14.3

            	
              Any
                provision of this Agreement that is prohibited or unenforceable in
                any
                jurisdiction shall, as to such jurisdiction, be ineffective to the
                extent
                of such prohibition or unenforceability without invalidating the
                remaining
                provisions of this Agreement or affecting the validity or enforceability
                of such provision in any other
                jurisdiction.

            


    

     

    
      	
              14.4

            	
              This
                Agreement may be amended or modified only by a written agreement
                duly
                executed by both of the parties
                hereto.

            


    

     

    
      	
              14.5

            	
              This
                Agreement shall be governed by and interpreted in accordance with
                the laws
                of the State of New York applicable to contracts executed in and
                to be
                wholly performed within that
                State. The parties hereby agree and consent to exclusive jurisdiction
                of
                any dispute under this Agreement in the federal or state courts of
                Westchester County in New York State.


            


    

     

     

    
      	 	
              Very
                truly yours,

               

            	 
	 	
              The
                Reader’s Digest Association, Inc.

               

            	 
	 	
              By: /s/
                Gary S Rich  

                      Name: 
                Gary S. Rich

                    
Title:    
                Senior Vice President, 

                     
                 Human Resources

            	 
	
              Agreed
                to and accepted as of May 3, 2001

               

            	 	 
	
              By:/s/
                Michael A. Brizel  

                     Name: 
                Michael A. BrizeL

                   
Title:    
                Vice President and

                     
                General Counsel

            	 	 


    

    



    
      
        
        

      

      
        -9-