Exhibits
10.20


 


EXECUTION COPY


 


EMPLOYMENT
AGREEMENT


 


EMPLOYMENT AGREEMENT,
made and entered into as of October 14, 2003 (“the Execution Date”) by and
between PRIMEDIA Inc., a Delaware corporation (together with its successors and
assigns permitted under this Agreement, the “Company”), and Kelly Conlin (the
“Executive”).


 


W I T N E S S E T
H:


 


WHEREAS, the Company
desires to employ the Executive and to enter into an agreement embodying the
terms of such employment (this “Agreement”), and the Executive desires to enter
into this Agreement and to accept such employment, subject to the terms and
provisions of this Agreement;


 


NOW, THEREFORE, in
consideration of the premises and mutual covenants contained herein and for
other good and valuable consideration, the receipt of which is mutually
acknowledged, the Company and the Executive (individually a “Party” and
together the “Parties”) agree as follows:


 


1.                                      
DEFINITIONS.


 


(a)  “Affiliate”
of a person or other entity shall mean a person or other entity that directly
or indirectly controls, is controlled by, or is under common control with the
person or other entity specified.


 


(b)  “Annual
Bonus” shall mean the annual cash bonus, if any, payable to the Executive in
respect of any given calendar year under the applicable Company annual
incentive plan pursuant to Section 5 of this Agreement.


 


(c)  “Base
Salary” shall mean the salary provided for in Section 4 below or any increased
salary granted to the Executive pursuant to Section 4 of this Agreement.


 


(d)  “Board”
shall mean the Board of Directors of the Company.


 


(e)  “Cause”
shall mean:


 


(i)           
the Executive is convicted of (x) a misdemeanor involving moral turpitude or
involving fraud against the Company or (y) a felony; or


 


(ii)          
the Executive is determined to be guilty of willful gross neglect or willful
gross misconduct in carrying out his duties under this Agreement (by action or
inaction) (including, without limitation, a breach of any policies of the
Company, including policies relating to securities trading, sexual harassment,
confidentiality, and drug and alcohol use), resulting, in any such case, in
material economic harm to the Company, unless the Executive reasonably believed
in good faith that such action or inaction was in the best interests of the
Company.


 


(f)  “Constructive
Termination” shall mean termination by the Executive of his employment, at his
initiative, following the occurrence of any of the following events without his
consent:


 


(i)           
a reduction in (x) the Executive’s Base Salary to an amount below $900,000 or
(y) the termination or material reduction of any material employee benefit or
perquisite enjoyed by the Executive (other than, with respect to either of the
foregoing, as part of an across-the-board reduction applicable to all senior
corporate executive officers of the Company (or as otherwise may be required by
law, in the event a material benefit or perquisite is prohibited by law to be
provided to senior executive officers of the Company);


 
























 


(ii)          
the failure to elect or reelect the Executive to any of the positions described
in Section 3 of this Agreement or the removal of him from any such position;


 


(iii)         
(x) a material diminution in the Executive’s duties and responsibilities as
described in Section 3 of this Agreement or (y) the assignment to the Executive
of duties or responsibilities which are materially inconsistent with his duties
and responsibilities as described in Section 3 of this Agreement or which
materially impair the Executive’s ability to function as the Chief Executive
Officer of the Company; or


 


(iv)         
the failure of the Company to obtain the assumption in writing of its
obligation to perform this Agreement by any successor to all or substantially
all of the assets of the Company within 30 calendar days after the closing of a
merger, consolidation, sale or similar transaction.


 


Notwithstanding the foregoing, following written
notice from the Executive of any of the events described in (i) through (iv)
above, the Company shall have thirty (30) calendar days in which to cure the
alleged conduct.  If the Company fails to cure, the Executive’s
termination shall become effective on the 31st calendar day following such
written notice.


 


(g)  “Disability”
shall mean the Executive’s failure, due to physical or mental incapacity, to
substantially perform his duties and responsibilities under this Agreement for
a period that is reasonably expected to continue for at least six (6)
consecutive months, as determined by a medical doctor selected by the Company
and the Executive.  If the Parties cannot agree on a medical doctor, each
Party shall select a medical doctor and the two doctors shall select a third
who shall be the approved medical doctor for this purpose.


 


(h)  “Effective
Date” shall be October 21, 2003.


 


(i)  “Execution
Date” shall mean the date on which this Agreement is finally executed by both
Parties


 


(j)  “Stock”
shall mean the common stock of the Company.


 


(k)  “Term
of Employment” shall mean the period specified in Section 2 below (including
any extension as provided therein) during which the Executive is employed
pursuant to this Agreement.


 


(l)  “Voting
Stock” shall mean capital stock of any class or classes having general voting
power under ordinary circumstances, in the absence of contingencies, to elect
the directors of a corporation.


 


2.                                      
TERM
OF EMPLOYMENT.


 


The Term of Employment
shall begin on the Effective Date, and shall extend until the fourth
anniversary of the Effective Date, with automatic one-year renewals commencing
on such fourth anniversary and on each anniversary thereafter unless and until
either Party notifies the other at least three (3) months before the scheduled
renewal date that the Term of Employment is not to be renewed. 
Notwithstanding the foregoing, the Term of Employment may be earlier terminated
by either Party in accordance with the provisions of Section 9 of this
Agreement.


 


3.                                      
POSITION,
DUTIES AND RESPONSIBILITIES.


 


(a)  Commencing
on the Effective Date and continuing through the end of the Term of Employment,
the Executive shall be employed as the Chief Executive Officer of the Company
and shall have such duties and authority as shall be determined from time to
time by the Board, which shall be consistent with the duties and authority of
chief executive officers of public companies of similar size and


 


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type, and such other duties commensurate
with the Executive’s positions, all as shall be reasonably determined by the
Board.  If requested, the Executive shall also (i) serve as a member of
the Board (and any committees thereof) and other boards of directors of any
subsidiaries of the Company and (ii) hold such corporate officer titles and
positions of the Company and any of its subsidiaries as may be selected by the
Board, in any such case without additional compensation therefor.  In
connection with the foregoing, the Company shall use its commercially
reasonable best efforts to cause the Executive to be appointed as a member of
the Board as soon practicable after the Effective Date.  The Executive, in
carrying out his duties under this Agreement, shall report directly to the
Board.  During the Term of Employment, the Executive shall devote
substantially all of his business time and attention to the performance of his
duties hereunder and shall use his reasonable best efforts, skills and
abilities to promote its interests.


 


(b)  Nothing
herein shall preclude the Executive from (i) serving on the boards of directors
(or advisory committees) of a reasonable number of other corporations or
entities with the express written consent of the Board (which consent shall not
be unreasonably withheld), only one of which may be a public company, (ii)
serving on the boards of a reasonable number of trade associations and/or
charitable organizations, (iii) engaging in a reasonable number of charitable
activities and community affairs, and (iv) managing his personal investments
and affairs, provided that such activities set forth in this Section 3(b) do
not conflict or materially interfere with the effective discharge of his duties
and responsibilities under Section 3(a) above.


 


4.                                      
BASE
SALARY.


 


During the Term of
Employment, the Executive shall be paid an annualized gross Base Salary,
payable in accordance with the regular payroll practices of the Company, of
$900,000.  The Base Salary shall be reviewed annually for increase in the
discretion of the Board, and any increase (or, in the event of an
across-the-board reduction applicable to all senior corporate executive
officers of the Company, any decrease in proportion to such reduction) in such
amount from time to time shall constitute “Base Salary” for purposes of this
Agreement.


 


5.                                      
ANNUAL
INCENTIVE AWARDS.


 


During the Term of
Employment, the Executive shall be eligible to earn an Annual Bonus in respect
of each calendar year occurring during the Term of Employment pursuant to the
two Executive Incentive Plans covering senior executives of the Company (the
“Bonus Plans”), the amount of which shall be based upon a percentage of the
Executive’s Base Salary (or such other metric or amount as the Board may
establish pursuant to the Bonus Plans), provided that the target Annual
Bonus percentage under the Bonus Plans for each calendar year occurring during
the Term of Employment shall be equal to at least fifty percent (50%) of the
amount of Base Salary the Executive actually earned in the year in respect of
which the Annual Bonus, if any, is payable.  Any Annual Bonus shall only
be payable upon the achievement by the Company as a whole of certain
performance goals to be established in respect of each calendar year by the
Board (or a designated committee thereof) after consultation with the
Executive, provided that the Executive may receive a greater or lesser
Annual Bonus amount as determined by the Board in accordance with achievement of
such performance goals and as pursuant to the terms of the Bonus Plans; and provided,
further, that the Company acknowledges that any annual bonus program
established as described herein will include an opportunity for the Executive
to earn one hundred percent (100%) of the Executive’s Base Salary, based upon
the achievement of certain performance goals, and that the Company may, but
shall not be obligated to, provide an opportunity for the Executive to earn
more than 100% of the Executive’s Base Salary as an Annual Bonus.
Notwithstanding the foregoing, the Executive shall be entitled to the
following: (a) the Executive shall receive an Annual Bonus equal to $100,000 in
respect of the balance of calendar year 2003 (the “2003 Bonus”) and (b) with
respect to calendar year 2004, the Executive shall earn an Annual Bonus
pursuant to the Bonus Plans, the amount of which shall be at least equal to
$450,000 (such minimum bonus amount, the “2004 Bonus”).  Notwithstanding
the foregoing, and subject to the provisions of Section 9 of this Agreement, in
the event


 


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that the Term of Employment is scheduled to terminate
prior to December 31 of any given calendar year, the Executive shall only be
eligible to earn a pro rata portion of his Annual Bonus amount, based on the
number of days during such calendar year in which the Executive is employed
hereunder.  All bonuses payable under this Section 5 shall be paid at the
same time as annual cash bonuses are paid to other senior corporate executives
of the Company pursuant to the applicable Bonus Plans.


 


6.                                      
EQUITY
AND EQUITY-BASED AWARDS.


 


(a)  Stock
Purchase.  The Executive shall invest $250,000 in shares of Stock on the
open market within the first 90 days immediately following the Effective Date,
to the extent permitted by and pursuant to applicable securities laws, and an
additional $250,000 in shares of Stock on the open market at the then market
price within the twelve months immediately following the Effective Date, to the
extent permitted by and pursuant to applicable securities laws.


 


(b)  Options. 
On the Effective Date, the Company shall grant to the Executive an option to
purchase 2,000,000 shares of Stock, having a per share exercise price equal to
the fair market value per share of Stock on the Execution Date.  Such
option shall be granted under the Company’s 1992 Stock Purchase and Option
Plan, as amended from time to time (“Stock Incentive Plan”).  This option
shall vest with respect to 25% of the shares of Stock subject to such option on
October 21, 2004 and on each October 21 thereafter through October 21,
2007.  In the event of a termination without Cause by the Company (other
than due to the Executive’s death or Disability) or a termination by the
Executive upon the occurrence of a Constructive Termination (in each case in
accordance with the terms of this Agreement) (i) prior to October 21, 2005, the
option shall become vested with respect to up to 50% of the shares of Stock
subject to such option (to the extent not previously vested) and (ii) any then
vested (and unexercised) portion of the option shall remain outstanding and
exercisable for a period of six months following the date of such
termination.  The form of this option award is attached as Exhibit A to
this Agreement.


 


(c)  Restricted
Stock.  On  the Effective Date, the Company shall grant to the
Executive 1,000,000 shares of restricted Stock of the Company (“Restricted
Stock”).  Such Restricted Stock shall be granted under the Stock Incentive
Plan.  So long as the Executive remains employed hereunder, the Restricted
Stock shall vest as to (i) 50% of the shares on  October 21, 2005, (ii) an
additional 25% of the shares on October 21, 2006, and (iii) the remaining 25%
of the shares on October 21, 2007.  The form of this Restricted Stock
Award is attached as Exhibit B to this Agreement.


 


(d)  During the
Term of Employment, the Executive shall also be eligible to be considered by
the Board (or a designated committee thereof) to receive additional
equity-based awards under the Company’s equity-based plans in accordance with
the Company’s practices applicable to senior-level executives, at a level
commensurate with the Executive’s position with the Company hereunder; provided,
however, that nothing herein shall be deemed to be, nor construed as, a
commitment, promise or obligation by the Company to make any additional equity
or equity-based awards to the Executive (other than those specifically provided
for in Sections 6(b) and (c) above).


 


7.                                      
EMPLOYEE
BENEFIT PROGRAMS.


 


During the Term of
Employment, the Executive shall be entitled to participate in any employee
pension and welfare benefit plans and programs made available to the Company’s
senior executive officer level employees generally, as such plans or programs
may be in effect from time to time, including, without limitation, pension,
profit sharing, savings and other retirement plans or programs, 401(k),
medical, dental, hospitalization, short-term and long-term disability and life
insurance plans, accidental death and dismemberment protection, travel accident
insurance, and any other pension or retirement plans or programs and any other
employee welfare benefit plans or programs that may be sponsored by the Company
from time to time, including any plans that supplement the above-listed types
of plans or programs, whether funded or unfunded.  The Executive’s
participation shall be based on, and


 


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the calculation of all benefits shall be based on, the
assumptions that the Executive has met all service-period or other requirements
for such participation provided that no such assumptions shall be made as to a
tax-qualified plan if such assumption would jeopardize the tax-qualified status
of such plan. Notwithstanding anything set forth in this Section 7 or in
Section 9 below to the contrary, in the event of any termination of the
Executive’s employment hereunder, for any reason and by either party, the
Executive shall cease active participation in the Company’s employee stock
purchase plan (the “ESPP”), and any amounts deducted by the Company from the
Executive’s Base Salary but not yet used by the Company to purchase Stock for
the benefit of the Executive shall be promptly returned to the Executive,
subject to any provision of the ESPP (as in effect on the date of such
termination) to the contrary.


 


8.                                      
REIMBURSEMENT
OF BUSINESS AND OTHER EXPENSES; PERQUISITES; VACATIONS; RELOCATION EXPENSES.


 


(a)  Business
Expenses.  The Executive is authorized to incur reasonable expenses in
carrying out his duties and responsibilities under this Agreement and the
Company shall promptly reimburse him for all reasonable business expenses
incurred in connection with the performance of his duties hereunder, subject to
the Executive’s provision of reasonable documentation of such expenses in
accordance with the Company’s business expense reimbursement policy.  The
Company shall pay all reasonable financial consultant and legal fees and
expenses (not to exceed $17,000) incurred by the Executive in connection with
the negotiation of the Executive’s employment arrangements with the Company
pursuant to this Agreement on and prior to the Execution Date.


 


(b)  Perquisites. 
During the Term of Employment, the Executive shall be entitled to tax
preparation, financial counseling, first-class air travel and limousine
services and, in addition, any other perquisites in effect from time to time
for the Company’s senior executives generally.


 


(c)  Vacation. 
During the Term of Employment, the Executive shall be entitled to four weeks of
paid vacation, to be taken at such time(s) as the Executive and the Board
reasonably agrees is appropriate.


 


(d)  Relocation
Expenses.


 


(i)           
In connection with the Executive’s commencement of employment hereunder, as
soon as practicable after the Execution Date, the Company  shall provide
the Executive with a furnished  apartment or arrange for alternative
temporary lodging in New York, New York (the “Business Residence”), which
Business Residence shall be of a size and style that is commensurate with the
Executive’s position with the Company hereunder.  The Company also hereby
agrees to pay and/or reimburse, as applicable, the Executive for all reasonable
costs incurred by the Executive in connection with the maintenance and use of
such Business Residence during the period commencing on the Effective Date and
ending no later than October 31, 2004 (the “Reimbursement Period”) (unless such
period is otherwise extended by the Board pursuant to Section 8(d)(ii) below),
for reasonable travel expenses incurred by the Executive in connection with his
commute between his current primary residence in the Boston, Massachusetts
metropolitan area  and his Business Residence during the Reimbursement
Period, subject to the Executive’s provision of reasonable documentation of
such expenses in accordance with the Company’s business expense reimbursement
policy.


 


(ii)          
Notwithstanding the foregoing, (x) the Executive hereby agrees that, during the
Term of Employment but in no event later than July 31, 2004, so long as the
Executive remains employed hereunder, the Executive shall propose to the Board
for its approval (which approval will not be unreasonably withheld) a
reasonable plan for the relocation of his Primary Residence (the “Relocation
Plan”) and (y) in the event that the Company and the Executive agree on the
terms of such Relocation Plan and such plan is agreed upon by the Board and the
Executive prior to July 31, 2004, the Parties may amend this Agreement to
reflect such other terms that are


 


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consistent with the approved Relocation Plan and to
terminate or amend the Company’s obligations under this Section 8(d).  In
the event the Parties cannot agree to such Relocation Plan prior to July 31,
2004, the Executive shall become entitled to only those payments and benefits
provided under the Company’s traditional relocation policy for senior executive
officers, effective as of November 1, 2004 (subject to any extension of the
Reimbursement Period as provided in paragraph (i) above).


 


(iii)         
To the extent that any payments or benefits provided to or for the benefit of
the Executive under Section 8(d)(i) or (ii) result in taxable income to the
Executive, the Company shall provide the Executive with an amount equal to any
income and other taxes payable by the Executive upon the provision of such
payments or benefits (and an additional amount equal to any taxes imposed on
such tax gross-up amount), such that the Executive shall not incur any tax
costs with respect to such payments and benefits.


 


9.                                      
TERMINATION
OF EMPLOYMENT.


 


(a)  Termination
Due to Death.  In the event that the Executive’s employment hereunder is
terminated due to his death, his estate or his beneficiaries, as the case may
be, shall be entitled to the following benefits:


 


(i)           
payment of his then Base Salary through the end of the month in which death
occurs, payable in a lump sum promptly after the Company receives notice of his
death;


 


(ii)          
in the event of any such termination in any year other than 2003 or 2004,
payment of an amount equal to fifty percent (50%) of the Executive’s Base
Salary then in effect in lieu of any Annual Bonus payment for the year in which
the Executive’s death occurs, payable in a single installment no later than
thirty (30) days after the Company receives notice of his death; and


 


(iii)         
to the extent unpaid as of the date of his death, payment of the 2003 Bonus and
the 2004 Bonus, payable in a single installment no later than thirty (30) days
after the Company receives notice of his death.


 


(b)          
Termination Due to Disability.  In the event that the Executive’s
employment is terminated due to his Disability, he shall be entitled to the
following benefits:


 


(i)           
disability benefits in accordance with the Company’s long-term disability
program (the “LTD Plan”) then in effect, provided, however, that in the
event a termination due to Disability occurs prior to the date the Executive
becomes entitled to benefits under the LTD Plan, the Executive shall continue
to receive his then Base Salary until such time as the Executive becomes
entitled to coverage under the LTD Plan;


 


(ii)          
payment of his Base Salary then in effect through the end of the month in which
such disability benefits commence, payable in a lump sum promptly after such
termination of employment;


 


(iii)         
in the event of any such termination in any year other than 2003 or 2004,
payment of an amount equal to fifty percent (50%) of the Executive’s Base
Salary then in effect in lieu of any Annual Bonus payment for the year in which
the Executive’s termination occurs, payable in a single installment no later
than thirty (30) days after the date of his termination; and


 


(iv)         
to the extent unpaid as of the date of his termination, payment of the 2003
Bonus and the 2004 Bonus, payable in a single installment no later than thirty
(30) days after such termination of employment.


 


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In no event shall a
termination of the Executive’s employment for Disability occur until the Party
terminating his employment gives written notice to the other Party in
accordance with Section 20 below.


 


(c)  Termination
by the Company for Cause.


 


(i)           
A termination for Cause by the Company shall not take effect unless the
following provisions of this paragraph (i) are complied with:  The
Executive shall first be given written notice by the Board of its intention to
terminate him for Cause, such notice (A) to state in detail the particular act
or acts or failure or failures to act that constitute the grounds on which the
proposed termination for Cause is based and (B) to be given within ninety (90)
days of the Board learning of such act or acts or failure or failures to
act.  The Executive shall then have ten (10) calendar days after the date
that such written notice has been received by the Executive in which to cure
such conduct, to the extent such cure is possible (solely with respect to
paragraph (ii) of the definition of “Cause” set forth in Section 1(e)
above).  If the Executive fails to cure such conduct or such cure is not
possible, the Executive shall then be entitled to a hearing before the Board,
at which the Executive and his representative shall have the right to attend
and address the Board.  Such hearing shall be held within  fifteen
(15) calendar days of such notice to the Executive, provided he requests such
hearing within ten (10) calendar days of receipt of the written notice from the
Board of the intention to terminate him for Cause.  If, within five (5)
calendar days following such hearing, the Executive is furnished written notice
by the Board confirming that at least two-thirds of the entire membership of the
Board determined, in good faith, that the Executive engaged in conduct set
forth in the definition of Cause herein, the Executive  shall thereupon be
immediately terminated for Cause.


 


(ii)          
In the event the Company terminates the Executive’s employment for Cause, the
Executive shall be entitled to his Base Salary then in effect through the date
of the termination, payable in a lump sum promptly after such termination of
employment.


 


(d)  Termination
without Cause by the Company or Constructive Termination by the Executive.


 


(i)           
In the event that (x) the Executive’s Term of Employment is terminated by the
Company without Cause, other than due to Disability or death or (y) there is a
Constructive Termination, and, in either such case, such termination occurs
after the Effective Date but prior to October 21, 2007, the Executive shall be
entitled to the following benefits:


 


(A)         
payment of Base Salary then in effect through the date of termination, payable
in a lump sum promptly after such termination of employment;


 


(B)          
continued payment of Base Salary, at the annualized rate in effect on the date
of termination, for a period of 24 months following the date of such
termination;


 


(C)          
to the extent unpaid as of the date of his termination, payment of the 2003
Bonus and the 2004 Bonus, payable in a single installment no later than thirty
(30) days after such termination of employment;


 


(D)         
if the date of such termination occurs in calendar year 2005, 2006 or 2007 (but
prior to October 21, 2007), a lump sum payment equal to a pro-rata portion of
the Annual Bonus, if any, which the Executive would have received pursuant to
Section 5 of this Agreement in respect of such year if the Executive had remained
employed hereunder through the date annual bonuses are payable to senior
executive officers in respect of such year under the applicable Bonus Plans,
with such pro-rata portion based 


 


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on the number of days the Executive was employed during the
applicable year (relative to the number of days in such year); and


 


(E)          
the Executive shall be entitled to continued participation, at the same level
of expense paid by the Executive prior to such termination, in all medical,
dental, vision and hospitalization insurance coverage and in other similar
welfare employee benefit plans or programs generally available to employees of
the Company (collectively, “Welfare Plans”) in which he was participating on
the date of his termination until the earlier of:  (1) 24 months following
the date of termination and  (2) the date, or dates, he becomes eligible
for coverage and benefits under corresponding plans and programs of a
subsequent employer.  The Executive shall promptly advise the Company of
any such subsequent employment and the benefits he receives in connection
therewith.  In the event the Company’s Welfare Plans do not permit
continuation of the Executive’s participation following his termination, the
Company shall provide the Executive with an amount that, after taxes, is
sufficient for him to purchase equivalent benefits.


 


(ii)          
In the event that the Term of Employment is renewed pursuant to Section 2 of
this Agreement, and thereafter (x) the Executive’s Term of Employment is
terminated by the Company without Cause, other than due to Disability or death
or (y) there is a Constructive Termination, and, in either such case, such
termination of employment occurs on or after October 21, 2007, the Executive
shall be entitled to the following benefits:


 


(A)         
payment of Base Salary then in effect through the date of termination, payable
in a lump sum promptly after such termination of employment;


 


(B)          
continued payment of Base Salary, at the annualized rate in effect on the date
of termination, for a period of 12 months following the date of such
termination;


 


(C)          
for any year in which the date of such termination occurs, a lump sum payment
equal to a pro-rata portion of the Annual Bonus, if any, which the Executive would
have received pursuant to Section 5 of this Agreement in respect of such year
if the Executive had remained employed hereunder through the date annual
bonuses are payable to senior executive officers in respect of such year under
the applicable Bonus Plans, with such pro-rata portion based on the number of
days the Executive was employed during the applicable year (relative to the
number of days in such year); and


 


(D)         
the Executive shall be entitled to continued participation, at the same level
of expense paid by the Executive prior to such termination, in all Welfare
Plans in which he was participating on the date of his termination until the
earlier of:  (1) 12 months following the date of termination and  (2)
the date, or dates, he becomes eligible for coverage and benefits under the
corresponding plans and programs of a subsequent employer.  The Executive
shall promptly advise the Company of any such subsequent employment and the
benefits he receives in connection therewith.  In the event the Company’s
Welfare Plans do not permit continuation of the Executive’s participation
following his termination, the Company shall provide the Executive with an
amount that, after taxes, is sufficient for him to purchase equivalent
benefits.


 


(e)  Voluntary
Termination.  A termination of the Term of Employment by the Executive on
his own initiative, other than a termination due to death or Disability or a
Constructive Termination, shall have the same consequences as provided in
Section 9(c)(ii) upon a termination for Cause.  A voluntary termination
under this Section 9(e) shall be effective 30 calendar days after the Company
receives prior written notice, unless the Company elects by providing in
writing to the Executive to make such termination effective earlier.


 


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(f)           
Non-renewal of the Term of Employment by the Company.  In the event that
the Company notifies the Executive pursuant to Section 2 of this Agreement that
the Term of Employment shall not be renewed, the Executive shall be entitled to
the same payments and benefits as provided in Section 9(d)(ii) above. Upon any
early termination of the Term of Employment, this provision shall not apply.


 


(g)  Consequences
of a Change of Control.


 


(i)           
Following a “change of control” (within the meaning of Section 280G of the
Internal Revenue Code of 1986, as amended (the “Code”)), in the event that the
Executive’s Term of Employment is terminated pursuant to Section 9(d)(i) or
(ii) (as applicable), the Executive shall be entitled to receive the payments
and benefits provided in Section 9(d)(i) or (ii), as applicable, above, for the
applicable periods provided therein and paid in accordance therewith; provided
that, in addition, all amounts, rights and benefits to which the Executive is
entitled to receive from the Company but which are not then vested, whether
under this Agreement or otherwise, shall become fully vested.


 


(ii)          
If, upon a change of control or thereafter, any amount or benefit
(collectively, the “Covered Payments”) paid or distributed to the Executive by
the Company or any Affiliate pursuant to this Agreement or otherwise is or
becomes subject to  an excise tax under Section 4999 of the Code or any
similar tax that may hereafter be imposed (collectively, “Excise Taxes”), the
Company shall pay to the Executive at the time specified below, the Tax
Reimbursement Payment.  The Tax Reimbursement Payment is defined as the
net-after tax amount that is paid by the Company and retained by the Executive,
after payment by the Executive of all Excise Taxes imposed on the Covered
Payments (the “Gross-Up Payment”), and all taxes (including any Excise Taxes,
income taxes and interest or penalties imposed with respect to such taxes)
imposed on the Gross-Up Payment, that is equal to the Excise Tax imposed upon
the Covered Payment.  The determination of whether Covered Payments are
subject to Excise Taxes, and, if so, the amount of the Tax Reimbursement
Payment to be paid to the Executive, shall be made by an independent auditor
(the “Auditor”) jointly selected by the Company and the Executive and paid by
the Company, provided  that the Gross-Up Payment and the Tax
Reimbursement Payment shall be subject to adjustment based on any
determinations made by the Internal Revenue Service.  The Auditor shall be
a nationally recognized United States public accounting firm which has not,
during the two years preceding the date of its selection, acted in any way on
behalf of the Company.  If the Executive and the Company cannot agree on
the firm to serve as the Auditor, then the Executive and the Company shall each
select an accounting firm and those two firms shall jointly select the
accounting firm to serve as the Auditor.  The portion of the Tax
Reimbursement Payment attributable to a Covered Payment shall be paid to the
Executive by the Company prior to the date that the corresponding Excise Tax
payment is due to be paid by the Executive (through withholding or
otherwise).  The Executive covenants that he will use the Tax Reimbursement
Payment under this subsection (ii) for the sole purpose of paying the Excise
Taxes.


 


(h)  Other
Termination Benefits.  In the case of any of the terminations described in
this Section 9 above, the Executive (or his estate) shall also be entitled to:


 


(i)           
the balance of any Annual Bonuses due for calendar years which have been
completed and to which he is entitled, pursuant to the terms of the Bonus
Plans, to receive, but which have not yet been paid; provided, however,
that in the event that the Executive’s employment is terminated between the end
of any given calendar year but prior to the date the Annual Bonus would
otherwise be paid in respect of such year pursuant to the Bonus Plans, the
Executive shall also be entitled to such unpaid Annual Bonus, notwithstanding
any terms of the Bonus Plans to the contrary; and provided, further,
that upon a termination for Cause or a Voluntary Termination, no discretionary
portion of any then unpaid Annual Bonus shall be paid;


 


9
























 


(ii)          
any expense reimbursements due the Executive under Sections 8 and 9 of this
Agreement;


 


(iii)         
payment of the Executive’s accrued but unused vacation days, if any, for the
year in which such termination occurs, which shall be payable in accordance
with the Company’s policies applicable to senior executive officers; and


 


(iv)         
other benefits, if any, in accordance with applicable benefit plans and
programs of the Company.


 


(i)  No
Mitigation; No Offset.  In the event of any termination of employment
under this Section 9, the Executive shall be under no obligation to seek other
employment and there shall be no offset against amounts due the Executive under
this Agreement on account of any remuneration attributable to any subsequent
employment that he may obtain.


 


(j)  Nature
of Payments.  Any amounts due under this Section 9 are in the nature of
severance payments considered to be reasonable by the Company and the Executive
and are not in the nature of a penalty.


 


10.                                
CONFIDENTIALITY.


 


(a)  The
Executive agrees that he will not, at any time during the Term of Employment
and, on and after the time of the termination of his employment with the
Company, whether at the insistence of the Executive or the Company, and regardless
of the reasons therefor, disclose or use any trade secret, proprietary or
confidential information of the Company or any subsidiary or Affiliate of the
Company, obtained during the course of his employment, except as required in
the course of such employment (as determined in good faith by the Executive in
connection with the performance of his duties hereunder) or with the written
permission of the Company or, as applicable, any subsidiary or Affiliate of the
Company or as may be required by law, provided that, if the Executive receives
legal process with regard to disclosure of such information, he shall promptly
notify the Company and cooperate with the Company in seeking a protective order
(collectively, “Confidential Information”).  Confidential Information
shall not include information that is public knowledge or that is otherwise
generally known in the industry, so long as such public knowledge is not due to
any breach of the Executive of the terms of this Section 10 or, to the
knowledge of the Executive, to the breach of any other employee or former
employee of the Company of any similar covenant not to disclose confidential
information.


 


(b)  The
Executive agrees that at the time of the termination of his employment with the
Company, whether at the insistence of the Executive or the Company, and
regardless of the reasons therefor, he will deliver to the Company, and not
keep or deliver to anyone else, any and all notes, files, memoranda, papers
and, in general, any and all physical matter containing Confidential
Information, including any and all documents significant to the conduct of the
business of the Company or any subsidiary or Affiliate of the Company which are
in his possession, except for any documents for which the Company or any subsidiary
or Affiliate of the Company has given written consent to removal at the time of
the termination of the Executive’s employment and his personal rolodex,
personal files, phone book and similar items.


 


The Executive agrees that
the Company’s remedies at law would be inadequate in the event of a breach or
threatened breach of this Section 10; accordingly, the Company shall be
entitled, in addition to its rights at law, to seek an injunction and other
equitable relief without the need to post a bond.


 


10
























 


11.                                
NON-COMPETITION.


 


(a)          
“Competing Business” shall mean a business whose primary business is one or
more of the following (to the extent that the Company engages in any such
business on the date of any termination of the Executive’s employment
hereunder):  the publication and distribution of business magazines,
consumer enthusiast magazines, free publications or the operation of content
websites or such other primary business in which the Company engages on the
date of any termination of the Executive’s employment hereunder.


 


(b)          
“Restricted Period” shall mean the last day of the twelve (12) month period
following the date of any termination of employment by the Company or the
Executive, for any reason.


 


(c)          
The Executive acknowledges and recognizes the highly competitive nature of the
businesses of the Company and its affiliates and accordingly agrees as follows:


 


(i)           
During the Term of Employment and the Restricted Period, the Executive will not
directly or indirectly:


 


(A)  engage in any business that is a
Competing Business;


 


(B)  enter the employ of, or render any
services to, any person or entity (or any division of any person or entity)
which is a Competing Business;


 


(C)  acquire a financial interest in, or
otherwise become actively involved with or in, any Competing Business, directly
or indirectly, as an individual, partner, shareholder, officer, director,
principal, agent, trustee or consultant; or


 


(D)  interfere with, or attempt to interfere
with, business relationships (whether formed before, on or after the date of
this Agreement) between the Company and any of its affiliates and their
respective material customers, clients or suppliers.


 


(ii)          
Notwithstanding anything to the contrary in this Agreement, the Executive may:
(x) directly or indirectly own, solely as an investment, securities of any
person engaged in a Competing Business which are publicly traded on a national
or regional stock exchange or on the over-the-counter market if the Executive
(i) is not a controlling person of, or a member of a group which controls, such
person and (ii) does not, directly or indirectly, own five percent (5%) or more
of any class of securities of such person (excluding any interest the Executive
owns through a mutual fund, private equity fund or other pooled account) and
(y) provide services for a subsidiary, division or other entity of a Competing
Business, so long as the subsidiary, division or entity in which the Executive
may be providing services is not itself a Competing Business.


 


(iii)         
During the Term of Employment and the Restricted Period, the Executive will
not, whether on the Executive’s own behalf or on behalf of or in conjunction
with any person, company, business entity or other organization whatsoever,
directly or indirectly hire any executive or employee who was employed by the
Company as of the date of the Executive’s termination of employment with the
Company or who left the employment of the Company coincident with, or within
one hundred eighty (180) days prior to or after, the termination of the
Executive’s employment with the Company, provided that nothing herein shall
prevent the Executive from the general advertising for employees or from
serving as a reference for an employee of the Company).


 


(iv)         
The Company and the Executive agree that, in the event the Executive violates
the provisions of this Section 11 following his termination of employment, the
Company shall cease any payments being made under Sections 9(d)(i) or (ii) (as
applicable), 9(f) and/or 9(g) of


 


11
























 


this Agreement; provided, however, that in
the event an arbitrator (as selected in accordance with the provisions of
Section 12 of this Agreement) determines that the Executive has violated the
provisions of this Section 11 following his termination of employment to a
material extent, the Company shall also be entitled to recoup a pro rata
portion of the payments previously made to the Executive pursuant to Sections
9(d)(i) or (ii) (as applicable), 9(f) and/or 9(g) of this Agreement, with such
pro-rata portion based on the number of days during the Restricted Period that
the arbitrator determines the Executive violated such provisions to a material
extent (relative to the number of days in the Restricted Period).


 


12.                                
RESOLUTION
OF DISPUTES.


 


Any disputes arising
under or in connection with this Agreement shall be resolved by binding
arbitration, to be held in New York, New York, in accordance with the rules and
procedures of the American Arbitration Association.  Judgment upon the
award rendered by the arbitrator(s) may be entered in any court having
jurisdiction thereof.  Each Party shall bear his or its own costs of the
arbitration or litigation.  In the event that the arbitrator determines
that the Executive has prevailed on substantially all issues in dispute in the
arbitration, the Company shall bear all costs and expenses of the Executive
with respect to the arbitration (including reasonable attorneys’ fees and
disbursements of the Executive’s counsel); provided, however,
that the Executive shall bear all costs and expenses of the Company with
respect to the arbitration (including reasonable attorneys’ fees and
disbursements of the Company’s counsel) in the event that the arbitrator
determines that the Executive’s claims in the dispute were, in the aggregate,
frivolous or otherwise taken in bad faith.


 


13.                                
INDEMNIFICATION.


 


(a)  The
Company agrees that if the Executive is made a party, or is threatened to be
made a party, to any action, suit or proceeding, whether civil, criminal,
administrative or investigative (“Proceeding”), by reason of the fact that he
is or was a director, officer or employee of the Company or any of its
subsidiaries or affiliates or is or was serving at the request of the Company
as a director, officer, member, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, including service with
respect to employee benefit plans, whether or not the basis of such Proceeding
is the Executive’s alleged action in an official capacity while serving as a
director, officer, member, employee or agent, the Executive shall be
indemnified and held harmless by the Company to the fullest extent legally
permitted or authorized by the Company’s certificate of incorporation or bylaws
or resolutions of the Company’s Board of Directors or, if greater, by the laws
of the State of Delaware, against all cost, expense, liability and loss
(including, without limitation, attorney’s fees, judgments, fines, excise taxes
or other liabilities or penalties and amounts paid or to be paid in settlement)
reasonably incurred or suffered by the Executive in connection therewith, and
such indemnification shall continue as to the Executive even if he has ceased
to be a director, member, employee or agent of the Company or other entity and
shall inure to the benefit of the Executive’s heirs, executors and
administrators.


 


(b)  Neither
the failure of the Company (including its board of directors, independent legal
counsel or stockholders) to have made a determination prior to the commencement
of any proceeding concerning payment of amounts claimed by the Executive under
Section 13(a) above that indemnification of the Executive is proper because he
has met the applicable standard of conduct, nor a determination by the Company
(including its board of directors, independent legal counsel or stockholders)
that the Executive has not met such applicable standard of conduct, shall
create a presumption that the Executive has not met the applicable standard of
conduct.


 


(c)  The
Company agrees to continue and maintain a directors’ and officers’ liability
insurance policy covering the Executive to the extent the Company provides such
coverage for its other executive officers and directors, as applicable.


 


12
























 


14.                                
ASSIGNABILITY;
BINDING NATURE.


 


This Agreement shall be
binding upon and inure to the benefit of the Parties and their respective
successors, heirs (in the case of the Executive) and assigns.  Rights or
obligations of the Company under this Agreement may be, and may only be,
assigned or transferred by the Company pursuant to a merger or consolidation in
which the Company is not the continuing entity, or the sale or liquidation of
all or substantially all of the assets of the Company, provided that the
assignee or transferee is the successor to all or substantially all of the
assets of the Company and such assignee or transferee assumes the liabilities,
obligations and duties of the Company, as contained in this Agreement, either
contractually or as a matter of law.  No rights or obligations of the
Executive under this Agreement may be assigned or transferred by the Executive
other than his rights to compensation and benefits, which may be transferred
only by will or operation of law, provided that any amount due hereunder
to the Executive at the time of his death shall instead be paid to his estate
or his designated beneficiary.


 


15.                                
AMENDMENT
OR WAIVER.


 


No provision in this
Agreement may be amended unless such amendment is agreed to in writing and
signed by the Executive and an authorized officer of the Company.  No
waiver by either Party of any breach by the other Party of any condition or
provision contained in this Agreement to be performed by such other Party shall
be deemed a waiver of a similar or dissimilar condition or provision at the
same or any prior or subsequent time.  Any waiver must be in writing and
signed by the Executive or an authorized officer of the Company, as the case
may be.


 


16.                                
SEVERABILITY.


 


In the event that any
provision or portion of this Agreement shall be determined to be invalid or
unenforceable for any reason, in whole or in part, the remaining provisions of
this Agreement shall be unaffected thereby and shall remain in full force and
effect to the fullest extent permitted by law so as to achieve the purposes of
this Agreement.


 


17.                                
SURVIVORSHIP.


 


Except as otherwise
expressly set forth in this Agreement, the respective rights and obligations of
the Parties hereunder shall survive any termination of the Executive’s employment. 
Upon the expiration of the term of the Agreement, the respective rights and
obligations of the Parties shall survive such expiration to the extent
necessary to carry out the intentions of the Parties as embodied in the rights
(such as vested rights) and obligations of the Parties under this Agreement.


 


18.                                
REFERENCES.


 


In the event of the
Executive’s death or a judicial determination of his incompetence, reference in
this Agreement to the Executive shall be deemed, where appropriate, to refer to
his beneficiary, estate or other legal representative.


 


19.                                
GOVERNING
LAW.


 


This Agreement shall be
governed in accordance with the laws of New York without reference to
principles of conflict of laws.


 


20.                                
HEADINGS.


 


The headings of the
sections contained in this Agreement are for convenience only and shall not be
deemed to control or affect the meaning or construction of any provision of
this Agreement.


 


13
























 


21.                                
NOTICES.


 


All notices and other
communications required or permitted hereunder shall be in writing and shall be
deemed given when (a) delivered personally, (b) delivered by certified or
registered mail, postage prepaid, return receipt requested or (c) delivered by
overnight courier (provided that a written acknowledgment of receipt is
obtained by the overnight courier) to the Party concerned at the address
indicated below or to such changed address as such Party may subsequently give
such notice of:


 


If to the Company:


 


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


Attention:  Gary Horowitz, Esq.


 


If to the Executive:


 


Kelly Conlin


c/o PRIMEDIA Inc.


745 Fifth Avenue


New York, New York 10151


 


With a copy to:


 


Proskauer Rose LLP


1585 Broadway


New York, New York 10036


Attention:  Michael S. Sirkin, Esq.


 


22.                                
ENTIRE
AGREEMENT.


 


This Agreement contains
the entire understanding and agreement between the Parties concerning the
subject matter hereof and supersedes all prior agreements, understandings,
discussions, negotiations and undertakings, whether written or oral, between
the Parties with respect thereto.


 


23.                                
COUNTERPARTS.


 


This Agreement may be
executed in two or more counterparts.


 


[Signatures on next page.]


 


14
























 


IN WITNESS WHEREOF, the
undersigned have executed this Agreement as of the date first written above.


 


 


	
   

  	
  PRIMEDIA Inc.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Beverly C. Chell

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  EXECUTIVE:

  
	
   

  	
   

  
	
   

  	
  /s/ Kelly Conlin

  	
   

  
	
   

  	
       Kelly
  Conlin

  



 


15
























 


Exhibit A


 


INCENTIVE
STOCK OPTION AGREEMENT


 


THIS AGREEMENT (the
“Agreement”), dated as of October 21, 2003, is made by and between PRIMEDIA
Inc. (“PRIMEDIA”) a Delaware corporation, and Kelly Conlin  (the “Optionee”), an employee of PRIMEDIA
or a Subsidiary or Parent (as defined below) of PRIMEDIA.


 


RECITALS


 


WHEREAS, PRIMEDIA wishes
to afford the Optionee the opportunity to purchase two million (2,000,000)
shares of PRIMEDIA’s common stock, par value per share (the “Common Stock”);
and


 


WHEREAS, PRIMEDIA wishes
to award options to purchase shares of Common Stock under the PRIMEDIA 1992
Stock Purchase and Option Plan as amended, (the “Plan”), the terms of which are
hereby incorporated by reference and made a part of this Agreement; and


 


WHEREAS, PRIMEDIA’s
Compensation Committee (the “Committee”), appointed to administer the Plan, has
determined that it would be to the advantage and in the best interest of
PRIMEDIA and its stockholders to grant to the Optionee and Incentive Stock
Option to purchase Common Stock as an incentive for increased efforts during the
Optionee’s term of office with PRIMEDIA or a Subsidiary or Parent and has
advised PRIMEDIA there of and instructed it to issue such Option.


 


NOW, THEREFORE, in
consideration of the mutual representations, warranties, covenants and
agreements contained herein, the parties hereto hereby agree as follows:


 


ARTICLE I


 


DEFINITIONS


 


The following terms used
herein shall have the meanings specified below:


 


“Cause” shall have
the meaning attributed to it under the Employment Agreement.


 


“Code” shall mean
the Internal Revenue Code of 1986, as amended.


 


“Constructive
Termination” shall have the meaning attributed to it under the Employment
Agreement.


 


“Disability” shall
have the meaning attributed to it under the Employment Agreement.


 


“Employment Agreement”
shall mean that certain employment agreement made and entered into as of
October 14, 2003 by and between PRIMEDIA and the Optionee.


 


“Grant Date” shall
mean October 21, 2003.


 


“Incentive Stock
Option” shall have the meaning attributed to it by Section 422 of the Code.


 
























 


“Non-Qualified Stock
Option” shall mean each Option forming part of this grant that is not an
Incentive Stock Option.


 


“Parent” shall
mean any corporation in an unbroken chain of corporations ending with PRIMEDIA
if each of the corporations other than PRIMEDIA then owns stock possessing 50%
or more of the total combined voting power of all classes of stock in one of
the other corporation in such chain.


 


“Retirement” shall
mean the Optionee’s retirement at age 65 or over (or such other age as may be
approved by the Board of Directors of PRIMEDIA) after having been employed by
PRIMEDIA or a Subsidiary or Parent for at least three (3) consecutive  years
after the Grant Date.


 


“Subsidiary” shall
mean any corporation in an unbroken chain of corporations beginning with
PRIMEDIA if each of the corporations, or group of commonly controlled
corporations, other than the last corporation in the unbroken chain then owns
stock possessing 50% or more of the total combined voting power of all classes
of stock in one of the other corporations in such chain.


 


“Trigger Date”
shall mean October 21, 2003.


 


ARTICLE II


 


GRANT OF OPTION


 


Section 2.1 - Grant of Option


 


On and as of the date
hereof PRIMEDIA irrevocably grants to the Optionee an Incentive Stock Option to
purchase all or any part of the number of shares of Common Stock set forth in
the Recitals to this Agreement (any such shares, the “Shares”) upon the terms
and conditions set forth herein (the “Option”).


 


Section 2.2 - Exercise Price


 


The exercise price shall
be $3.09 per Share without commission or other charge.


 


Section 2.3 - Consideration to PRIMEDIA ; No
Right to Employment


 


In consideration of the
Option grant, the Optionee agrees to render faithful and efficient service to
PRIMEDIA or a Subsidiary or Parent, with such duties and responsibilities as
PRIMEDIA shall from time to time prescribe.  Nothing in this Agreement or
in the Plan shall confer upon the Optionee any right to continue in the employ
of  PRIMEDIA or a Subsidiary or Parent or shall interfere with or restrict
in any way the rights of  PRIMEDIA and any Subsidiary or Parent, which
rights hereby are expressly reserved, to terminate the Optionee’s employment at
any time for any reason whatsoever, with or without cause.


 
























 


Section 2.4 - Adjustments in Option


 


Subject to Section 9 of
the Plan, in the event of a stock split, stock dividend, combination of shares
or similar event or in the event that the outstanding shares of Common Stock
subject to the Option are, from time to time, changed into or exchanged for a
different number or kind of shares of common stock or other securities of
PRIMEDIA by reason of a merger, consolidation, recapitalization,
reclassification, or otherwise, the Committee shall make an appropriate and equitable
adjustment in the number and kind of shares or other consideration as to which
the Option, or portions thereof then unexercised, shall be exercisable. 
Any such adjustment made by the Committee shall be final and binding upon the
Optionee, PRIMEDIA and all other interested persons.


 


ARTICLE III


PERIOD OF
EXERCISABILITY


 


Section 3.1 - Commencement of Exercisability


 


The Option shall become
exercisable as follows:


 


	
  Date
  Option Becomes

  Exercisable

  	
   

  	
  Percentage
  of Shares as to

  which Option is Exercisable

  	
   

  
	
  Trigger Date through the first anniversary of the
  Trigger Date

  	
   

  	
  0

  	
  %

  
	
   

  	
   

  	
   

  	
   

  
	
  After the first anniversary of the Trigger Date

  	
   

  	
  25

  	
  %

  
	
   

  	
   

  	
   

  	
   

  
	
  After the second anniversary of the Trigger Date

  	
   

  	
  50

  	
  %

  
	
   

  	
   

  	
   

  	
   

  
	
  After the third anniversary of the Trigger Date

  	
   

  	
  75

  	
  %

  
	
   

  	
   

  	
   

  	
   

  
	
  After the fourth anniversary of the Trigger Date

  	
   

  	
  100

  	
  %

  



 


Notwithstanding the foregoing:


 


(a)                                 
in the event of a
termination of employment because of death, Disability or Retirement, the Option
shall become exercisable as to all Shares as of the effective date of such
termination of employment;


 


(b)                                
in the event of a
termination of employment of the Optionee prior to October 21, 2005 (i) by
PRIMEDIA for any reason other than for Cause or the Disability of the Optionee,
or (ii) by the Optionee as a result of a Constructive Termination, the Option
shall become exercisable as to such number of Shares as the Option would have
become exercisable if the Optionee had remained employed with PRIMEDIA through
the second anniversary of the Trigger Date;


 


(c)                                 
in the event of any
termination of employment of the Optionee other than as described in Section
3.1(a) and (b) above, the Option shall not become exercisable as to any
additional Shares following the effective date of the termination of
employment, and any unvested portion of the Option shall terminate immediately
upon such effective date.


 
























 


Section 3.2 - Expiration of Option


 


The Option may not be
exercised to any extent after the first to occur of the following events (the
“Expiration Date”):


 


(a)          
The eighth anniversary of the Grant Date; or


 


(b)                                
The first anniversary
of the effective date of the Optionee’s termination of employment by reason of
death, Retirement or Disability; or


 


(c)                                 
180 days after the
effective date of the termination of the Optionee’s employment (i) other than
by PRIMEDIA for Cause or by reason of the Disability of the Optionee or (ii) by
the Optionee as a result of a Constructive Termination; or


 


(d)                                
45 days after any
termination of the Optionee’s employment (i) by PRIMEDIA  for Cause or
(ii) by the Optionee for any reason other than due to death, Retirement,
Disability or a Constructive Termination; or


 


(e)                                 
If the Committee so
determines pursuant to Section 9 of the Plan, the effective date of either the
merger or consolidation of PRIMEDIA into another corporation, or the exchange
or acquisition by another corporation of all or substantially all of PRIMEDIA’s
assets or 80% or more of its then outstanding voting stock, or the
recapitalization, reclassification, liquidation or dissolution of PRIMEDIA. At
least ten (10) days prior to the effective date of such event, the Committee
shall give the Optionee notice of such event if the Option has not yet been
fully exercised and the Expiration Date has not yet occurred.


 


ARTICLE IV


 


EXERCISE OF OPTION


 


Section 4.1 - Person Eligible to Exercise


 


During the Optionee’s
lifetime, only the Optionee may exercise the Option or any exercisable portion
thereof.  After the death of the Optionee and prior to the close of
business on the Expiration Date, the Option or any exercisable portion thereof
may be exercised by the Optionee’s personal representative, or by any person
empowered to do so under the Optionee’s will or under the then applicable laws
of descent and distribution.  The party entitled to exercise the Option
shall be referred to herein as the “Exercising Party”.


 


Section 4.2 - Partial Exercise


 


The Option or any
exercisable portion thereof may be exercised in whole or in part at any time
prior to the close of business on the Expiration Date; provided, however, that
any exercise shall be for whole shares only.


 
























 


Section 4.3 - Manner of Exercise  


 


The Option or any
exercisable portion thereof may be exercised solely by delivering to the Office
of the Secretary of PRIMEDIA all of the following prior to the close of
business on the Expiration Date:


 


(a)          
Notice in writing, signed by the Exercising Party, stating the number of Shares
with respect to which the Option is being exercised;


 


(b)          
Full payment (in cash, by check or by a combination thereof) for the Shares
with respect to which such Option or portion thereof is exercised, at a rate of
$3.09 per Share; and


 


(c)          
In the event that the Exercising Party is not the Optionee, appropriate proof,
in the sole judgment of PRIMEDIA, of the right of such person to exercise the
Option.


 


Section 4.4 - Conditions to Issuance by
PRIMEDIA  of Shares


 


Notwithstanding the
foregoing Section 4.3, the Committee in its absolute discretion may take any
additional steps that it deems appropriate, including the requirement of
additional documents, representations and actions of or by the Exercising
Party, to ensure the observance and performance of the representations set
forth in the notice of exercise, and compliance with applicable federal or
state securities laws or regulations.


 


In addition, PRIMEDIA
shall not be required to issue or deliver any certificate representing Shares
prior to:


 


(a)          
The obtaining of approval or other clearance from any state or federal
governmental agency or securities exchange that the Committee shall, in its
absolute discretion, determine to be necessary or advisable; and


 


(b)          
The lapse of such reasonable period of time following the exercise of the
Option as the Committee may from time to time establish for reasons of
administrative convenience.


 


Section 4.5 - Shares to be Issued


 


The Shares deliverable
upon the exercise of the Option, or any portion thereof, may be either
previously authorized but unissued shares of Common Stock or issued shares that
have been reacquired subsequently by PRIMEDIA.  Such shares shall be fully
paid and nonassessable.


 


Section 4.6 - Sale of Shares


 


Each Exercising Party
shall be obligated to notify PRIMEDIA in writing when any Shares are sold,
transferred or otherwise disposed of.


 


Section 4.7 - No Rights as Stockholder


 


Neither the Optionee nor
any Exercising Party shall be a stockholder of  PRIMEDIA or have any of
the rights or privileges thereof in respect of any Shares unless and until


 
























 


certificates representing such Shares shall have been
issued by PRIMEDIA  to such Optionee or other Exercising Party.


 


ARTICLE V


 


MISCELLANEOUS


 


Section 5.1 - Administration


 


The Committee shall have
the power to interpret the Plan and this Agreement and to adopt such rules for
the administration, interpretation and application of the Plan as are
consistent therewith and to interpret or revoke any such rules.  All
actions taken and all interpretations and determinations made by the Committee
shall be final and binding upon the Optionee or other Exercising Party,
PRIMEDIA and all other interested persons.  No member of the Committee
shall be personally liable for any action, determination or interpretation made
in good faith with respect to the Plan or this Agreement.  In its absolute
discretion, the Board of Directors of PRIMEDIA may at any time and from time to
time exercise any and all rights and duties of the Committee under the Plan and
this Agreement.  


 


Section 5.2 - Option Not Transferable


 


The Optionee’s rights
under this Agreement may not be transferred or assigned, and neither the Option
nor any interest or right therein or part thereof shall be liable for the
debts, contracts or engagements of the Optionee or his or her legal successors
or shall be subject to disposition by transfer, alienation, anticipation,
pledge, encumbrance, assignment or any other means, whether such disposition be
voluntary or involuntary or occur by operation of law by judgment, levy,
attachment, garnishment or any other legal or equitable proceedings (including
bankruptcy), and any attempted disposition thereof shall be null and void and
of no effect.  Notwithstanding the foregoing, this Section 5.2 shall not
prevent transfers by will or by the applicable laws of descent and
distribution.  All of the terms and provisions of this Agreement shall be
binding on, and shall inure to the benefit of, the respective legal successors
and assigns of the parties.


 


Section 5.3 - Shares to be Reserved


 


PRIMEDIA shall at all
times during the term of the Option reserve and keep available such number of
shares of Common Stock as will be sufficient to satisfy the requirements of
this Agreement.


 


Section 5.4 - Notices


 


Any notice to be given
under the terms of this Agreement to PRIMEDIA  shall be addressed to
PRIMEDIA  as follows:  PRIMEDIA Inc., 745 Fifth Avenue, New York, New
York, 10151, Attention:  Beverly C. Chell, General Counsel.  Any
notice to be given to the Optionee shall be sent to the address given beneath
his or her signature to this Agreement.  By a notice given pursuant to
this Section 5.4, either party may hereafter designate a different address for
notices.  Any notice that is required to be given to the Optionee shall,
if the Optionee is then deceased, be given to the Optionee’s personal
representative if such representative has previously informed PRIMEDIA of his
or her status and address by written notice under this Section 5.4.  All
notices and other communications under this Agreement shall be in writing and
shall have been deemed duly given


 
























 


when delivered personally, mailed by registered mail,
return receipt requested or sent by documented overnight delivery service.


 


Section 5.5 - Titles


 


Titles are provided
herein for convenience of reference only and are not to serve as a basis for
interpretation or construction of this Agreement.


 


Section 5.6 - Applicability of Plan and
Employment Agreement 


 


This Agreement, the
Option and any Shares issued hereunder shall be subject to all of the terms and
provisions of the Plan to the extent applicable.  In the event of any
conflict between this Agreement and the Plan, the terms of the Plan shall
control. In the event of any conflict between this Agreement, the Plan and the
Employment Agreement, the terms of the Employment Agreement shall control.


 


Section 5.7 - Amendment; Waiver


 


No provision of this
Agreement may be amended or modified except by an instrument or instruments in
writing signed by the parties hereto.  Any party may waive compliance by
another with any of the provisions of this Agreement, provided that (a) no
waiver of any provision hereof shall be construed as a waiver of any other
provision or subsequent breach and (b) any such waiver shall be in
writing.  The failure of any party hereto to enforce at any time any
provision hereof shall not be construed to be a waiver of such provision, nor
in any way to affect the validity hereof of any part hereof or the right of any
party thereafter to enforce each and every such provision.


 


Section 5.8 - Governing Law


 


To the extent not
governed by the laws of the United States, including the Code, this Agreement
shall be governed by, and construed and enforced in accordance with, the laws
of the State of Delaware (without regard to conflicts of law principles for
such state).


 


Section 5.9 - Jurisdiction


 


PRIMEDIA  and the
Optionee hereby irrevocably submit to the jurisdiction of any New York or
Delaware state court, or any Federal court in the Southern District of New York
or in Delaware in any action or proceeding arising out of or relating to this
Agreement, and the parties hereto irrevocably agree that all claims in respect
of such action or proceeding shall be heard and determined only in such courts.
PRIMEDIA and the Optionee hereby consent to and grant to any such court
jurisdiction over the persons of such parties and over the subject matter of
any such dispute and agree that delivery or mailing of any process or other
papers in the manner provided in Section 5.4 hereof, or in such other manner as
may be permitted by law, shall be valid and sufficient service thereof.


 
























 


IN WITNESS WHEREOF, this
Agreement has been executed and delivered by the parties hereto on the date
first set forth above.


 


	
   

  	
  PRIMEDIA Inc.

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  AGREED AND ACCEPTED BY:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Optionee Signature

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Optionee Name (Print):

  	
   

  	
   

  	
   

  
	
   

  	
   

  
	
  Social Security Number:

  	
   

  	
   

  	
   

  
	
   

  	
   

  
	
  Address:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 
























 


Exhibit B


 


RESTRICTED STOCK
AWARD AGREEMENT


 


THIS
AGREEMENT (the “Agreement”), dated as of October 21, 2003 (the “Grant Date”)
between PRIMEDIA, INC., a Delaware corporation (the “Company”), and Kelly
Conlin (the “Participant”).  Any capitalized terms not otherwise defined
herein shall have the meanings set forth in the Employment Agreement or the
Plan.


 


WHEREAS, the Company
maintains the 1992 Stock Purchase and Option Plan (the “Plan”), which Plan as
it may be amended from time to time is incorporated herein by reference and
made a part of this Agreement;


 


WHEREAS, the Compensation
Committee of the Board of Directors has determined that it would be in the best
interests of the Company and its stockholders to grant the restricted stock
award provided for herein (the “Restricted Stock Award”) to the Participant
pursuant to the Plan and the terms set forth herein;


 


WHEREAS, the Company and
the Participant have entered into an employment agreement dated as of October
14, 2003 (the “Employment Agreement”); and


 


WHEREAS, the Employment
Agreement provides for the grant of shares of restricted common stock of the
Company, par value $0.01 (“Common Stock”) to the Participant;


 


NOW THEREFORE, in
consideration of the mutual covenants hereinafter set forth, the parties hereto
agree as follows:


 


1.            
Grant of the Restricted Shares.  Subject to the terms and
conditions of the Plan, and the additional terms and conditions set forth in
this Agreement, the Company hereby grants to the Participant a Restricted Stock
Award consisting of 1,000,000 shares of Common Stock  (the “Restricted
Shares”).  The Restricted Shares shall vest and become nonforfeitable in
accordance with Section 2 hereof.


 


2.            
Vesting


 


(a.)         
Subject to the Participant’s continued employment with the Company and the
terms of this Agreement, the Restricted Shares shall vest and become
nonforfeitable (i) with respect to fifty percent (50%) of the Restricted Shares
initially granted hereunder, on the second anniversary of the Grant Date, and
(ii) with respect to an additional 25% of the Restricted Shares initially
granted hereunder, on each of the third and fourth anniversaries thereof.


 


(b.)         
If the Participant’s employment with the Company is terminated for any reason,
the Restricted Shares shall, to the extent not then vested, be forfeited by the
Participant without consideration; provided, however, that if,
prior to October 21, 2005, the Participant’s employment is terminated (x) by
the Company without Cause (as defined in the Employment Agreement) or (y) by the
Participant upon the occurrence of a Constructive Termination (as defined in
the Employment Agreement), the Restricted Shares shall vest and become
nonforfeitable with respect to fifty percent (50%) of the Restricted Shares
initially granted hereunder; provided, further, however,
that if, at any time prior to October 21, 2007, the Participant’s employment is
terminated due to the Participant’s death or Disability (as defined in the
Employment Agreement), all Restricted Shares, to the extent not then vested,
shall become immediately vested and nonforfeitable.


 
























 


(c.)         
Notwithstanding any other provision of this Agreement to the contrary, in the
event of a Change of Control, the Restricted Shares shall, to the extent not
then vested and not previously forfeited, immediately become fully vested and
nonforfeitable.


 


3.            
Certificates.  Certificates evidencing the Restricted Shares shall
be issued by the Company and shall be registered in the Participant’s name on
the stock transfer books of the Company promptly after the date hereof, but
shall remain in the physical custody of the Company or its designee at all
times prior to the vesting of such Restricted Shares pursuant to Section
2.  The Participant hereby acknowledges and agrees that the Company shall
retain custody of such certificate or certificates until the restrictions
imposed by Section 2 on the Common Stock granted hereunder lapse.  As a
condition to the receipt of this Restricted Stock Award, the Participant shall
deliver to the Company a stock power or powers, duly endorsed in blank,
relating to the Restricted Shares. No certificates shall be issued for
fractional Shares.


 


4.            
Rights as a Stockholder.  The Participant shall be the record owner
of the Restricted Shares until or unless such Shares are forfeited pursuant to
Section 2 hereof and as record owner shall be entitled to all rights of a
common stockholder of the Company, including, without limitation, voting rights
with respect to the Restricted Shares; provided that (i) any cash or
in-kind dividends paid with respect to the Restricted Shares which have not
previously vested shall be withheld by the Company and shall be paid to the
Participant only when, and if, such Restricted Shares shall become fully vested
pursuant to Section 2 and (ii) the Restricted Shares shall be subject to the
limitations on transfer and encumbrance set forth in Section 6.  As soon
as practicable following the vesting of any Restricted Shares pursuant to
Section 2, certificates for the Restricted Shares which shall have vested shall
be delivered to the Participant or to the Participant’s legal guardian or
representative along with the stock powers relating thereto.


 


5.            
Legend on Certificates.  The certificates representing the unvested
Restricted Shares shall bear a legend stating that the Restricted Shares are
subject to the provisions of this Agreement and shall be subject to such stop
transfer orders and other restrictions as the Committee may deem advisable
under the Plan or the rules, regulations, and other requirements of the
Securities and Exchange Commission, any stock exchange upon which such Shares
are listed, and any applicable Federal or state laws, and the Committee may
cause a legend or legends to be put on any such certificates to make
appropriate reference to such restrictions.


 


6.            
Transferability.  The Restricted Shares may not, at any time prior
to becoming vested pursuant to Section 2, be transferred, sold, assigned,
pledged, hypothecated or otherwise disposed of unless such transfer, sale,
assignment, pledge, hypothecation or other disposition complies with the
provisions of this Agreement or the Plan.


 


7.            
Purchaser’s Employment by the Company.   Subject to the terms
of the Employment Agreement, nothing contained in this Agreement (i) obligates
the Company or any subsidiary of the Company to employ the Participant in any
capacity whatsoever or (ii) prohibits or restricts the Company (or any such
subsidiary) from terminating the employment of the Participant at any time or
for any reason whatsoever, with or without Cause, and the Participant hereby
acknowledges and agrees that, except as otherwise provided in the 
Employment Agreement, neither the Company nor any other person has made any
representations or promises whatsoever to the Participant concerning the
Participant’s employment or continued employment by the Company or any
subsidiary of the Company.


 


8.            
Change in Capitalization.  If, prior to the time the restrictions
imposed by Section 2 on the Restricted Shares granted hereunder lapse, the
Company shall be reorganized, or consolidated or merged with another
corporation or any similar event, any stock, securities or other property
exchangeable for such Restricted Shares, or received in connection with such
Shares, pursuant to such reorganization, consolidation, merger or other similar
event shall be deposited with the Company and


 
























 


shall become subject to the restrictions and
conditions of this Agreement to the same extent as if it had been the original
property granted hereby.


 


9.            
Withholding.   It shall be a condition of the obligation of
the Company upon delivery of Restricted Shares to the Participant that the
Participant pay to the Company such amount as may be requested by the Company
for the purpose of satisfying any liability for any Federal, state or local
income or other taxes required by law to be withheld with respect to such
Restricted Shares, including the payment to the Company upon the vesting of the
Restricted Shares (or such earlier or later date as may be applicable under
Section 83 of the Code) or other settlement in respect of the Restricted Shares
of all such taxes.  The Company shall be authorized to take such action as
may be necessary in the opinion of the Company’s counsel (including, without
limitation, withholding vested Restricted Shares otherwise deliverable to
Participant hereunder and/or withholding amounts from any compensation or other
amount owing from the Company to the Participant) to satisfy all obligations
for the payment of any such taxes.  The Participant is hereby advised to
seek his own tax counsel regarding the taxation of the grant of Restricted
Shares made hereunder.


 


10.          
Securities Laws.  Upon the vesting of any Restricted Shares, the
Company may require the Participant to make or enter into such written
representations, warranties and agreements as the Committee may reasonably
request in order to comply with applicable securities laws or with this Agreement
and appropriate legends may be placed on the certificates.  The granting
of the Restricted Shares hereunder shall be subject to all applicable laws,
rules and regulations and to such approvals of any governmental agencies as may
be required and appropriate legends may be placed on the certificates.


 


11.          
Notices.  Any notice to be given under the terms of this Agreement
to the Company shall be addressed to the Company in care of its General
Counsel, and any notice to be given to the Participant shall be addressed to
him at the address given beneath his signature hereto.  By a notice given
pursuant to this Section 11, either party may hereafter designate a different
address for notices to be given to him.  Any notice which is required to be
given to the Participant shall, if the Participant is then deceased, be given
to the Participant’s personal representative if such representative has
previously informed the Company of his status and address by written notice
under this Section 11.  Any notice shall have been deemed duly given when
enclosed in a properly sealed envelope or wrapper addressed as aforesaid,
deposited (with postage prepaid) in a post office or branch post office
regularly maintained by the United States Postal Service.


 


12.          
Governing Law.  The laws of the State of Delaware (or if the
Company reincorporates in another state, the laws of that state) shall govern
the interpretation, validity and performance of the terms of this Agreement
regardless of the law that might be applied under principles of conflicts of
laws.


 


13.          
Restricted Stock Award Subject to the Employment Agreement and Plan.  
The Restricted Stock Award shall be subject to all terms and provisions of the
Plan and the Employment Agreement, to the extent applicable to the Restricted
Shares.  In the event of any conflict between this Agreement and the Plan,
the terms of the Plan shall control.  In the event of any conflict among
this Agreement, the Plan and the Employment Agreement, the terms of the
Employment Agreement shall control.


 


14.          
Signature in Counterparts.  This Agreement may be signed in
counterparts, each of which shall be an original, with the same effect as if
the signatures thereto and hereto were upon the same instrument.


 
























 


IN WITNESS WHEREOF, the
parties hereto have executed this Agreement.


 


	
   

  	
  PRIMEDIA, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Its:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  PARTICIPANT

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Kelly Conlin