Exhibit 10.29


 


SEPARATION AGREEMENT


 


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


 


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


 


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


 


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


 


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


 


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


 


1.            
PAYMENTS AND BENEFITS


 


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


 


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


 


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


 
























 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


1.2          
Stock Options.


 


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


 


2
























 


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


 


1.3          
Other Employee Benefits


 


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


 


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


 


3
























 


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


 


1.4          
Fringe Benefits.


 


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


 


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


 


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


 


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


 


2.            
RELEASES; MCCURDY REPRESENTATIONS


 


2.1          
General Release.


 


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


 


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


 


4
























 


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


 


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


 


3.            
EFFECTS OF SETTLEMENT; WAIVER OF JURY TRIAL


 


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


 


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


 


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


 


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


 


5
























 


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


 


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


 


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


 


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


 


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


 


6
























 


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


 


5.            
GOVERNING LAW; RESOLUTION OF DISPUTES


 


5.1          
Governing Law.


 


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


 


5.2          
Resolution of Disputes


 


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


 


6.            
SEVERABILITY


 


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


 


7.            
CONSTRUCTION


 


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


 


7
























 


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


 


8.            
ACCEPTANCE AND EFFECTIVENESS


 


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


 


9.            
ENTIRE AGREEMENT; COUNTERPARTS


 


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


 


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


 


[Signatures on next
page.]


 


8
























 


[SIGNATURE PAGE FOR SEPARATION AGREEMENT]


 


 


	
  Dated:

  	
  December 3, 2003

  	
   

  	
   

  	
  PRIMEDIA, INC.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  s/ B. Chell

  	
   

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Vice-Chairman

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  CHARLES G. MCCURDY

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Dated:

  	
  December 2, 2003

  	
   

  	
   

  	
  s/  C. McCurdy

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 
























 


Schedule A


 


 


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


 


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


 


Short-term
disability benefits


 


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


 


Long-term
disability benefits


 


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


 


Health
Reimbursement Account (“HRA”)


 


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


 


Thrift &
Retirement Plan (“Savings Plan”)


 


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


 


Employee Stock
Purchase Plan


 


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


 
























 


Exhibit I


 


GENERAL RELEASE


 


Section
1.              
Release


 


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


 


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


 


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


 
























 


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


 


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


 


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


 


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


 


	
   

  	
   

  	
   

  	
   

  
	
  December
        , 2003

  	
  CHARLES G. MCCURDY

  



 
























 


Exhibit II


 


RELEASE


 


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


 


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


 


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


 


	
  Dated:

  	
   

  	
   

  	
  PRIMEDIA, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 
























 


Exhibit III


 


[Charles G. McCurdy Letterhead]


 


December 2, 2003


 


PRIMEDIA Inc.

745 Fifth Avenue

New York, New York 10151


 


Attn:      
Mr. Dean Nelson


Chairman of the Board of Directors


 


Dear Sirs:


 


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


 


	
   

  	
  Yours,

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Charles G. McCurdy

  
	
   

  	
   

  
	
  AGREED this
           day of
                    ,
  2003:

  	
   

  
	
   

  	
   

  
	
  PRIMEDIA Inc.

  	
   

  
	
   

  	
   

  
	
  By

  	
   

  	
   

  	
   

  
	
  Dean Nelson