Exhibit 10.33


 


Haas Publishing Companies, Inc.


3119 Campus Drive


Norcross, GA 30071


 


	
   

  	
  April 1, 1998

  



 


Mr. Robert Metz


President & CEO


 


Dear Bob:


 


In connection with your continuing employment with
Haas Publishing Companies, Inc. (“the Company”), this letter will constitute
our agreement relating to amounts and benefits owing to you in connection with
any termination of your employment.


 


In the event that we terminate your employment without
cause at any time after the date hereof, we will pay you as severance (i) an
aggregate amount equal to 18 months base salary at the rate being paid on the
date your employment is terminated by the Company (the “Date of Termination”),
less applicable withholdings, payable bi-weekly on the Company’s regularly
scheduled payroll dates and (ii) your target bonus under the Company’s
Executive Incentive Compensation Plan (“EICP”) for the portion of the year
worked from the beginning of the calendar year in which the termination occurs
to the Date of Termination, less applicable withholdings, payable no later than
March 31 of the year following the year in which your termination
occurred. Any EICP bonus for completed calendar years unpaid at the Date of
Termination shall be paid in full in accordance with the EICP.


 


No severance payments whatsoever shall be payable upon
your voluntary resignation or upon termination of your employment for cause.
For purposes of this letter, “cause” shall mean substance abuse, conviction of
a felony, fraud, theft, embezzlement, sexual harassment, or willful or repeated
failure or refusal to follow reasonable policies or directives established by
your supervisor or the Board of Directors of the Company.


 


As consideration for the severance and benefits to be
provided to you pursuant to this letter and as a condition to your receipt of
any payments hereunder, you agree to execute a separation and release agreement
substantially in the form attached hereto in which you will agree to release
any claims against the Company.


 





















 


The severance arrangements set forth above shall be in
lieu of and not in addition to any other severance policies of the Company
which may be in effect generally from time to time.


 


Both parties agree that any disputes hereunder shall
be heard and determined by an arbitrator selected in accordance with the rules
and procedures of the American Arbitration Association in New York City and
that the arbitrator’s findings shall be final and binding on both parties
hereto.


 


This letter and its validity, interpretation, performance,
and enforcement shall be governed by the laws of the State of New York.


 


This letter constitutes our entire agreement,
supersedes all prior agreements between us which are of no further force and
effect. The provisions of this letter may not be changed or waived, except by a
writing signed by both parties hereto.


 


 


	
   

  	
  Very truly yours,

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Beverly Chell

  	
   

  
	
   

  	
  Beverly Chell

  
	
   

  	
  Vice Chairman

  



 





















 


FORM

OF 

SEPARATION AND RELEASE AGREEMENT


 


This Separation and Release Agreement (“Agreement”) by
and
between                                           (“Employee”)
and                                            (the
“Company”), dated as
of                                             and
executed on the date specified below (the date of execution by the Employee
hereinafter referred to as the “Execution Date”).


 


RECITAL


 


Employee and Company desire to reach a mutual
understanding and acceptance of the terms and conditions related to Employee’s
separation from employment with Company in accordance with the terms of the
letter delivered by the Company to the Employee covering among other things the
amount of severance payable to the Employee upon termination by the Company
without cause (the “Severance Letter”).


 


AGREEMENT


 


NOW, THEREFORE, in consideration of the mutual promises
and covenants herein contained it is hereby agreed as follows:


 


1.                                      
Employee shall cease
to be an employee of Company as of
                            (“Separation
Date”) and shall be paid Employee’s normal salary through that date plus any
accrued but unused vacation.


 


2.                                      
In consideration of
Employee’s acceptance of this Agreement, on the eighth (8) day following the
execution of this Agreement by Employee, Employee shall be


 





















 


entitled
to receive from the Company (i) an aggregate amount equal
to                         
weeks’ base salary at Employee’s current rate
of                                  per
annum ($ in the aggregate), less customary payroll deductions, payable
bi-weekly on Company’s regular pay dates and (ii) any additional amounts as set
forth in the Severance Letter.


 


3.                                      
From and after the
Separation Date, Employee shall cease to be an active participant in any
Company benefit plans in which the Employee participates. Benefit payouts, if
any, and COBRA will be in accordance with the provisions of the respective
plans and applicable laws except as specifically provided otherwise in the Severance
Letter.


 


4.                                      
Employee agrees that
the Company is authorized to open any and all business mail addressed to
Employee at the Company’s address. Employee further understands and agrees that
the Company will not be responsible for forwarding mail.


 


5.                                      
Employee for
Employee, Employee’s heirs, executors, administrators and assigns, hereby
unconditionally releases, discharges and acquits Company, its subsidiaries,
parents, and affiliates, and each of them, and their respective officers,
directors, shareholders, partners, employees, agents and affiliates, and each
of them (hereinafter collectively referred to as “Releasees”) from any and all
debts, agreements, promises, liabilities, claims, damages, actions, causes of
action, or demands of any kind or nature including without limitation all
claims of wrongful discharge, breach of contract, intentional infliction of
emotional distress, breach of alleged implied covenant of good faith and fair
dealing, invasion of privacy, defamation, and age or sex discrimination, or
discrimination based on any other ground, including but not limited to those
arising under the Age Discrimination in Employment Act, as amended, Title VII
of the Civil Rights Act of 1964, the Employee Retirement Income Security


 


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Act of 1974, the Fair
Labor Standards Act, as amended, the Americans with Disabilities Act and the
Family and Medical Leave Act of 1993 and all other federal, state and local
equal employment, fair employment, civil or human rights laws, codes and
ordinances, regardless of whether such claims are past, present, or future,
personal or representative, known or unknown, or arising out of any occurrence
to date and expressly including but not limited to any liability arising out of
or in connection with the employment of Employee by Company, or the termination
hereof, and claims for attorneys’ fees and costs, and any and all forms of
compensation, including without limitation any incentive awards or bonuses,
relating to such employment, other than as set forth in paragraph 2 of this
Agreement.


 


6.                                      
It is understood and
agreed that the release set forth in the preceding paragraph is intended as and
shall be deemed to be a full and complete release of any and all claims that
Employee may or might have against Releasees, or any of them, arising out of
any occurrence arising on or before the date of this Agreement and said release
is intended to cover and does cover any and all future damages not now known to
Employee or which may later develop or be discovered, including all causes of
action therefor and arising out of or in connection with any occurrence arising
on or before the date of this Agreement.


 


7.                                      
By signing and
returning this Agreement, Employee acknowledges that Employee:


 


(a)                                 
has carefully read
and fully understands the terms of this Agreement;


 


(b)                                
is entering into this
Agreement voluntarily and knowing that Employee is releasing claims that
Employee has or believes Employee may have against Company;


 


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(c)                                 
has hereby been
advised by this Agreement that Employee has the right to consult with an
attorney of Employee’s choosing prior to signing this Agreement; and


 


(d)                                
is giving this
release of claims in return for consideration to which Employee otherwise would
not have been entitled, to wit, any compensation and benefit enhancements
beyond those that Employee would otherwise be entitled to pursuant to the
Company’s policies and practices.


 


8.                                      
Employee hereby
covenants not to sue or bring any claim against Releasees and acknowledges and
agrees that this general release may be pleaded as a full and complete defense
to, and may be used as the basis for an injunction against, any action, claim,
suit or other proceeding which may be instituted, prosecuted or attempted in
breach of this release.


 


9.                                      
Employee promises not
to make any statement, written or oral, directly or indirectly, which in any
way disparages Company or any of its affiliates or their publications, or the
employees, officers, directors or shareholders of any of them. Employee
promises to maintain this Agreement in strict confidence and to make no
disclosure of the terms of this settlement to any third party, provided,
however, that nothing herein contained shall prohibit Employee from disclosing
the terms of this Agreement as may be required by law. Notwithstanding anything
herein to the contrary, the foregoing shall in no way limit the effect of the
release set forth above.


 


10.                                
Except as
specifically set forth in this Agreement to the contrary, Employee agrees to
return all Company property in Employee’s possession to Company on or before
the Separation Date. Employee acknowledges receipt of the Notice on Conclusion
of


 


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Employment,
attached hereto as Exhibit “A”. Employee understands and agrees that any
disclosure in contravention of this Agreement or Notice on Conclusion of
Employment may release Company from any obligations it may have to Employee
under this Agreement.


 


11.                                
This Agreement sets
forth the entire agreement between the parties regarding Employee’s separation
from Company, supersedes any prior written, oral or implied agreement between
the parties hereto regarding the subject matter hereof and may only be amended
by a written agreement signed by the parties hereto.


 


12.                                
Employee agrees and
understands that neither the content nor the execution of this Agreement shall
constitute or be construed as any implied or actual admission by Company of any
liability to or of the validity of any claim by Employee that Employee is
entitled to additional compensation or continued employment with the Company or
that the Company engaged in any wrongdoing.


 


13.                                
Employee hereby
represents and agrees that in entering into this Agreement, Employee has relied
solely upon Employee’s own judgment, belief and knowledge and Employee’s own
legal and other professional advisors and that no statement made by or on
behalf of Company has in any way influenced Employee in such regard.


 


14.                                
Employee hereby
represents and warrants to Company that Employee has not assigned any claim
Employee may or might have against Company to any third party.


 


15.                                
Each party shall pay
its own attorneys’ fees, costs and expenses related to this Separation and
Release Agreement.


 


16.                                
This Agreement shall
be governed by and construed in accordance with the laws of the State of New
York.


 


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17.                                
It is agreed by each
of the parties hereto that they have read the above and fully understand the
terms of this Agreement which they voluntarily execute in good faith and deem
to be a full and equitable settlement of this matter.


 


18.                                
The provisions of
this Separation and Release Agreement are severable. If any provision of the
Separation and Release Agreement is declared invalid or unenforceable, the
ruling will not affect the validity and enforceability of any other provision
of the Separation and Release Agreement.


 


19.                                
Employee may review
and consider this Agreement for a period of up to twenty-one (21) days from the
date of this Agreement. Employee agrees and understands that Employee’s failure
to execute this Agreement and to return this signed document on or before
twenty-one (21) days after the date of this Agreement will release Company from
any obligation to enter into this Agreement and make any payments under the
Severance Letter.


 


20.                                
Furthermore, Employee
shall be entitled to revoke this Agreement within seven (7) days after
Employee’s timely execution of same by delivering a written revocation to
Company. If Employee so revokes or if Employee fails to execute this document,
this Agreement shall be null and void and of no force and effect and the
Company will have no obligation to make any payments under the Severance
Letter, and Employee will receive severance payments equal to one week’s base
salary for each year employed by Company, less regular payroll deductions,
payable in bi-weekly installments on Company’s regular pay dates, in accordance
with Company’s regular severance practice.


 


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Agreed
and Accepted:


 


 


	
   

  	
   

  	
  Dated:

  	
   

  	
   

  
	
  Employee’s signature

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Agreed and Accepted for
  the Company.

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
  Dated:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


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EXHIBIT “A”


 


NOTICE ON CONCLUSION OF EMPLOYMENT


 


In connection with the
conclusion of employment with PRIMEDIA Inc., and/or its subsidiaries and
affiliates (“Company”), each employee has an obligation to surrender and return
to Company all mail, files, records, manuals, books, blank forms, tapes, discs,
photographs, negatives, documents, letters, memoranda, notes, notebooks,
materials, property, reports, data tables, calculations, information or copies
thereof, which are the property of Company or which relate in any way to  the business, products, practices or
techniques of Company and all other property, trade secrets or confidential
information of Company and any third parties with whom it deals, including but
not limited to, all keys, passwords, combinations and documents which in any of
these cases are in the employee’s possession or under the employee’s control.


 


The employee also has a
continuing obligation to preserve as CONFIDENTIAL
and refrain from using, trade secrets or confidential information
concerning the business, products, practices or techniques of Company and any
third parties with whom it deals, including but not limited to, manuscripts,
photographs, techniques, systems, designs, research, processes, inventions,
developments, proposals, plans, publications, computer programs, user manuals
and documentation, products (whether or not copyrighted or copyrightable, or
patented or patentable), marketing and merchandising methods, subscriber,
circulation, customer or supplier lists, business, accounting and financial
information of Company, that has been disclosed to or is known to the Employee
by reason of employment by Company, and to refrain from acts or omissions that
would reduce the value of such trade secrets and confidential information to
company.


 


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