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
made by 


 


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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.


 


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(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