Exhibit 10.15     THE READERS DIGEST ASSOCIATION, INC. READERS DIGEST ROAD PLEASANTVILLE, NY  10570-7000  RESTRICTED SHARE AWARD
AGREEMENT UNDER THE RDA HOLDING CO. 2007 OMNIBUS INCENTIVE COMPENSATION PLAN
dated as of [July 12, 2007], between RDA
Holding Co. (the Company), a Delaware corporation, and [NAME].  This Restricted Share Award
Agreement (the Award Agreement) sets forth the terms and conditions of
an award of [] Shares that are subject
to certain restrictions on transfer and risks of forfeiture and other terms and
conditions specified herein (Restricted Shares) and that are granted
to you under the RDA Holding Co. 2007 Omnibus Incentive Compensation Plan (the Plan).  The fair market value of a Share on the date
hereof is $10.00.  THIS AWARD OF RESTRICTED SHARES
IS SUBJECT TO ALL TERMS AND CONDITIONS OF THE PLAN AND THIS AWARD AGREEMENT,
INCLUDING, WITHOUT LIMITATION, THE DISPUTE RESOLUTION PROVISIONS SET FORTH IN SECTION 12
OF THIS AWARD AGREEMENT.  BY SIGNING YOUR
NAME BELOW, YOU WILL HAVE CONFIRMED YOUR ACCEPTANCE OF THE TERMS AND CONDITIONS
OF THIS AWARD AGREEMENT.  SECTION 1.  The Plan.  This award of Restricted Shares is made
pursuant to the Plan, all the terms of which are hereby incorporated in this
Award Agreement.  In the event of any
conflict between the terms of the Plan and the terms of this Award Agreement,
the terms of this Award Agreement shall govern. 
In the event of any conflict between the terms of this Award Agreement
and the terms of any individual employment agreement between you and the
Company or any of its Affiliates (an Employment Agreement), the terms
of your Employment Agreement will govern.  SECTION 2.Definitions.  Capitalized terms used in this Award
Agreement that are not defined in this Award Agreement have the meanings as
used or defined in the Plan.  As used in
this Award Agreement, the following terms have the meanings set forth below:  Business Day means a
day that is not a Saturday, a Sunday or a day on which banking institutions are
legally permitted to be closed in the City of New York.  Call Right means the
right of the Company or any of its Affiliates to repurchase from you, on the
terms set forth in Section 6 of this Award Agreement, any Shares you
receive pursuant to this Award Agreement at Fair Market Value.  Disability means total
disability as defined in The Readers Digest Association, Inc.s
Healthcare Program (or an equivalent plan, as determined in the sole discretion
of the Board).


Equity Investors means
the parties to the Stockholders Agreement as of March 2, 2007.  Liquidity Event means (a) the
disposition by the Equity Investors in one or more transactions of at least 50%
of the Shares originally acquired by the Equity Investors for all cash
consideration or for a combination of cash and non-cash consideration where the
cash portion of the consideration represents consideration for at least 50% of
the Shares originally acquired by the Equity Investors (other than a
disposition to an Affiliate of any Equity Investor or to any other Equity
Investor), (b) a distribution by Ripplewood Partners II, L.P. (or any
Affiliate to which it transfers Shares) of at least 50% of the Shares
originally acquired by the Affiliates of Ripplewood Holdings, L.L.C. to the
limited partners of Ripplewood Partners II, L.P (or any such Affiliate to which
it transfers Shares); or (c) the payment of an extraordinary cash dividend
on the Shares by the Company in connection with an IPO, but only if the value
of such dividend per Share is greater than 50% of the price per Share paid by
the initial purchasers in the IPO; provided that if the Board determines
that any recapitalization, stock split, reverse stock split, split-up or
spin-off, reorganization, merger, consolidation, combination, repurchase or
exchange of Shares or other securities of the Company, issuance of warrants or
other rights to purchase Shares or other securities of the Company or other
similar corporate transaction or event affects the Shares such that an
adjustment is determined by the Board in its discretion to be appropriate or
desirable, then the Board may, in such manner as it may deem equitable or
desirable, amend or modify this definition.  Stockholders Agreement
means the Stockholders Agreement, dated as of January 23, 2007, with
respect to the Company, as amended from time to time.  Vesting Date means the
date on which your rights with respect to all or a portion of the Restricted
Shares subject to this Award Agreement may become fully vested, and the
restrictions with respect to such Restricted Shares may lapse, as provided in Section 3(a) of
this Award Agreement.  SECTION 3.  Vesting and Delivery.  (a)  Vesting.  Your rights with respect to 50% of the
Restricted Shares awarded to you pursuant to this Award Agreement shall become
vested, and the restrictions set forth in this Award Agreement with respect to
such Restricted Shares shall lapse, upon the occurrence of a Liquidity Event;
and your rights with respect to the other 50% of the Restricted Shares awarded
to you pursuant to this Award Agreement shall become vested, and the
restrictions set forth in this Award Agreement with respect to such Restricted
Shares shall lapse, on the first anniversary of the occurrence of a Liquidity
Event; provided that you must be employed by the Company or an Affiliate
thereof on a Vesting Date in order for your rights with respect to the
corresponding Restricted Shares to become vested and the applicable restrictions
to lapse, except as otherwise determined by the Board in its sole discretion or
as otherwise provided in your Employment Agreement.  (b)   Delivery of Shares.  On or following the date of this Award
Agreement, certificates issued in respect of the Restricted Shares awarded to
you pursuant this Award Agreement shall be registered in your name and
deposited by you, together with a stock power endorsed in blank, with the
Company or such other custodian as may be designated by the Board or the
Company, and shall be held by the Company or other custodian, as applicable,
until such time, if any, as your rights with respect to such Restricted Shares
become vested.  Upon the  2


vesting of your rights with
respect to such Restricted Shares, the Company or other custodian, as
applicable, shall deliver such certificates to you or your legal
representative.  SECTION
4.  Stockholders Agreement.  Notwithstanding anything to the contrary in
the Plan or this Award Agreement, you shall not be entitled to receive any
Shares pursuant to this Award Agreement unless and until you have executed the
Stockholders Agreement.  SECTION
5.  Forfeiture of Restricted Shares.  Unless the Board determines otherwise, and
except as otherwise provided in your Employment Agreement, if your rights with
respect to any Restricted Shares awarded to you pursuant to this Award
Agreement have not become vested prior to the date on which your employment
with the Company and its Affiliates terminates for any reason, your rights with
respect to such Restricted Shares shall immediately terminate, and you will be
entitled to no further payments or benefits with respect thereto; provided
that upon or following the occurrence of a Liquidity Event that occurs
following a termination of your employment by reason of your death or
Disability, the Board, in its sole discretion, may make provision for a cash
payment to you in consideration for the cancelation of your Restricted Shares
in an amount equal to the product of (a) the number of Restricted Shares with
respect to which your rights shall have been terminated upon your termination
of employment, (b) the Fair Market Value of a Share (valued as of the date of
the Liquidity Event) and (c) a fraction, the numerator of which is equal to the
number of whole months that you shall have been employed by the Company or its
Affiliates between the date of this Award Agreement and the date of the
Liquidity Event, and the denominator of which is equal to the number of whole
months between the date of this Award Agreement and the date of the Liquidity
Event.  SECTION
6.  Call Right.  Upon or following any termination of your
employment, the Company or any of its Affiliates may exercise the Call Right
with respect to any of the Shares (whether vested or unvested) you shall have
received pursuant to this Award Agreement. 
The completion of the repurchase pursuant to the Call Right shall take
place at the principal offices of the Company on the tenth business day after
written notice has been sent by the Company or an Affiliate thereof, as
applicable, to you indicating that the Company or such Affiliate, as
applicable, intends to exercise its Call Right. 
Upon receipt of such repurchase price, you shall deliver to the Company
or such Affiliate, as applicable, an irrevocable power of attorney enabling the
Company or such Affiliate, as applicable, to cause the transfer to it of the
Shares so repurchased, and you shall have no further rights with respect to
such Shares.  SECTION
7.  Voting Rights; Dividend
Equivalents.  Prior to the date on
which your rights with respect to a Restricted Share have become vested, you
shall be entitled to exercise voting rights with respect to such Restricted
Share (subject to the provisions of the Stockholders Agreement) and shall be
entitled to receive dividends or other distributions with respect thereto; provided
that any such dividends or distributions shall accumulate and be paid to you
upon vesting of such Restricted Share.  SECTION
8.   Non-Transferability of Restricted
Shares.  Unless otherwise provided by
the Board in its discretion, Restricted Shares may not be sold, assigned,
alienated, transferred, pledged, attached or otherwise encumbered except as
provided in Section 8(a) of the Plan. 
Any purported sale, assignment, alienation, transfer, pledge, attachment
or other encumbrance of a Restricted Share in violation of the provisions of
this Section 8 and Section 8(a) of the Plan shall be void.  3


SECTION
9.  Withholding, Consents and Legends.  (a)  Withholding.  The delivery of Share certificates pursuant
to Section 3(b) of this Award Agreement is conditioned on satisfaction of any
applicable withholding taxes in accordance with Section 8(d) of the Plan; provided
that you may elect to satisfy any applicable withholding taxes (i) by having
the Company retain Share certificates that you would have otherwise received
upon vesting of your rights with respect to such Shares or (ii) by delivery to
the Company of Shares that you then own, in each case that have a Fair Market
Value (valued as of the day immediately prior to the date of delivery of such
Share certificates or, on the date of an IPO, valued at the price per Share
paid by the initial purchasers) equal to the amount of such withholding taxes.  (b)  Consents.  Your rights in respect of the Restricted
Shares are conditioned on the receipt to the full satisfaction of the Board of
any required consents that the Board may determine to be necessary or advisable
(including, without limitation, your consenting to the Companys supplying to
any third-party recordkeeper of the Plan such personal information as the Board
deems advisable to administer the Plan).  (c)  Legends.  The Company may affix to certificates for
Shares issued pursuant to this Award Agreement any legend that the Board
determines to be necessary or advisable (including to reflect any restrictions
to which you may be subject under any applicable securities laws or under the
Stockholders Agreement).  The Company may
advise the transfer agent to place a stop order against any legended Shares.  SECTION
10.  Successors and Assigns of the
Company.  The terms and conditions of
this Award Agreement shall be binding upon and shall inure to the benefit of
the Company and its successors and assigns.  SECTION
11.  Board Discretion.  The Board shall have full and plenary
discretion with respect to any actions to be taken or determinations to be made
in connection with this Award Agreement, and its determinations shall be final,
binding and conclusive.  SECTION
12.  Dispute Resolution.  (a)  Jurisdiction
and Venue.  Notwithstanding any
provision in your Employment Agreement, you and the Company irrevocably submit
to the exclusive jurisdiction of (i) the United States District Court for the
District of Delaware and (ii) the courts of the State of Delaware for the
purposes of any suit, action or other proceeding arising out of this Award
Agreement or the Plan.  You and the
Company agree to commence any such action, suit or proceeding either in the
United States District Court for the District of Delaware or, if such action,
suit or other proceeding may not be brought in such court for jurisdictional
reasons, in the courts of the State of Delaware.  You and the Company further agree that
service of any process, summons, notice or document by U.S. registered mail to
the applicable address set forth below shall be effective service of process
for any action, suit or proceeding in Delaware with respect to any matters to
which you have submitted to jurisdiction in this Section 12(a).  You and the Company irrevocably and
unconditionally waive any objection to the laying of venue of any action, suit
or proceeding arising out of this Award Agreement or the Plan in (A) the United
States District Court for the District of Delaware or (B) the courts of the
State of Delaware, and hereby and thereby further irrevocably and
unconditionally waive and agree not to plead or claim in any such court that
any such action, suit or proceeding brought in any such court has been brought
in an inconvenient forum.  4


(b)  Waiver of Jury Trial.  You and the Company hereby waive, to the
fullest extent permitted by applicable law, any right either of you may have to
a trial by jury in respect to any litigation directly or indirectly arising out
of, under or in connection with this Award Agreement or the Plan.  (c)  Confidentiality.  You hereby agree to keep confidential the
existence of, and any information concerning, a dispute described in this
Section 12, except that you may disclose information concerning such dispute to
the court that is considering such dispute or to your legal counsel (provided
that such counsel agrees not to disclose any such information other than as
necessary to the prosecution or defense of the dispute).  SECTION
13.  Notice.  All notices, requests, demands and other
communications required or permitted to be given under the terms of this Award
Agreement shall be in writing and shall be deemed to have been duly given when
delivered by hand or overnight courier or three Business Days after they have
been mailed by U.S. registered mail, return receipt requested, postage prepaid,
addressed to the other party as set forth below:  If to the Company:
  RDA Holding Co.c/o Ripplewood Holdings L.L.C.One Rockefeller Plaza, 32nd FloorNew York, NY 10020Attn: General CounselIf to you:
  Your address on file with the Company  The parties may change the address to which notices under this Award
Agreement shall be sent by providing written notice to the other in the manner
specified above.  SECTION 14.  Headings.  Headings are given to the Sections and
subsections of this Award Agreement solely as a convenience to facilitate
reference.  Such headings shall not be
deemed in any way material or relevant to the construction or interpretation of
this Award Agreement or any provision hereof.  SECTION 15.  Amendment of this
Award Agreement.  The Board may waive
any conditions or rights under, amend any terms of, or alter, suspend,
discontinue, cancel or terminate this Award Agreement prospectively or
retroactively; provided, however, that any such waiver,
amendment, alteration, suspension, discontinuance, cancelation or termination
that would materially and adversely impair your rights under this Award
Agreement shall not to that extent be effective without your consent (it being
understood, notwithstanding the foregoing proviso, that this Award Agreement
and the Restricted Shares shall be subject to the provisions of Section 7(c) of
the Plan).  SECTION 16.  Counterparts.  This Award 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.  5


IN WITNESS WHEREOF, the parties
have duly executed this Award Agreement as of the date first written above.   RDA HOLDING CO.,byChristopher P. MinnetianPresident[NAME],  6