Exhibit 10.1


    
      

    


    The
      Reader’s Digest Association, Inc.

    


    TERMS
      AND CONDITIONS

    


    NON-QUALIFIED
      STOCK OPTION GRANT: Fiscal 2007

    


    


    The
      stock
      option grant (the “Option”) from The Reader’s Digest Association, Inc. (the
“Company”) to purchase shares of its Common Stock, $.01 par value (the “Common
      Stock”) specified in the Grant Letter to which these Terms and Conditions are
      attached is subject to the provisions of The Reader’s Digest Association, Inc.
      2005 Key Employee Long Term Incentive Plan (the “Plan”) and the terms and
      conditions detailed below:

    


    
      	
              1.

            	
              Option
                Terms.
                Except as provided in this Paragraph 1 and Paragraphs 2, 3, and
                4, this Option may not be exercised prior to the first anniversary
                of the
                Grant Date, and may not be exercised unless you have remained in
                the
                continuous employ of the Company, or any of its subsidiaries as designated
                by the Board of Directors of the Company under the Plan (“Designated
                Subsidiaries”), from the Grant Date until the date of exercise. This
                Option may be exercised from time to time after the expiration of
                the one
                year period referred to above, provided that the aggregate number
                of
                shares of Common Stock acquired pursuant to exercise of this Option
                is not
                in excess of:

            


    

    


    
      	 	
              (a)

            	
              after
                one (1) year, but before the expiration of two (2) years from the
                Grant
                Date, 25 percent of the total number of shares which may be purchased
                pursuant to this Option;

            


    

    


    
      	 	
              (b)

            	
              after
                two (2) years, but before the expiration of three (3) years from
                the Grant
                Date, 50 percent of the total number of shares which may be purchased
                pursuant to this Option;

            


    

    


    
      	 	
              (c)

            	
              after
                three (3) years, but before the expiration of four (4) years from
                the
                Grant Date, 75 percent of the total number of shares which may be
                purchased pursuant to this Option;
                and

            


    

    


    
      	 	
              (d)

            	
              after
                four (4) years from the Grant Date, 100 percent of the total number
                of shares which may be purchased pursuant to this
                Option.

            


    

    


    The
      “Grant Date” of the Option is the date of the Grant Letter with respect to the
      Option. This Option expires at the close of business on the tenth anniversary
      of
      the Grant Date. 

    


    Notwithstanding
      the foregoing, the Committee (as defined in the Plan), in its sole discretion
      after the grant, may accelerate the exercisability of all or part of this Option
      to a date or dates no earlier than within six (6) months from the Grant
      Date.

    


    
      	
              2.
  	
              Change
                in Control.
                Notwithstanding Section 13.1 of the Plan, the Option shall not become
                vested and exercisable other than pursuant to Paragraphs 1, 3 or
                4 upon a
                Change in Control (as defined in the Plan) unless a Triggering Event
                (as
                defined in Paragraph 2(a)) shall occur within the two-year period
                beginning with a Change in
                Control.

            


    


    
      
        
        

      

      
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              (a)

            	
              Triggering
                Event.
                For purposes of this Paragraph 2, a “Triggering Event” shall mean
                (i)
                the Termination of Employment of a Participant by the Company or
                a
                Designated Subsidiary (or the surviving entity) without Cause (as
                defined
                in Paragraph 3(d)), (ii) a Termination of Employment by the Participant
                for Good Reason (as defined in Paragraph 2(b)) or (iii) any failure
                by the
                Company (or the surviving entity) to replace this Option with a stock
                option or stock appreciation right of equivalent value and terms
                and
                conditions as applied immediately prior to the Change in Control
                (except
                for equitable adjustments to reflect changes in the Common Stock
                pursuant
                to Paragraph 6 below) where the shares of the Company (or the surviving
                entity) underlying the replacement stock option or stock appreciation
                right are shares of common stock traded on a national securities
                exchange
                or on the over-the-counter market as reported on NASDAQ. 

            


    

    


    
      	 	
              (b)

            	
              Good
                Reason. For
                purposes of this Paragraph 2, “Good Reason” shall mean (i) Good Reason, as
                defined in any change in control program or agreement to which you
                are a
                party or participant, (ii) a reduction by the Company or a Designated
                Subsidiary in your annual base salary or your annual target bonus
                opportunity under the Company’s annual bonus plans for management
                employees as in effect immediately prior to the Change in Control;
                or
                (iii) your relocation by the Company or a Designated Subsidiary to
                an
                office located anywhere other than within 75 miles of your current
                primary
                office, except for required travel on Company (or Designated Subsidiary)
                business to an extent substantially consistent with your business
                travel
                obligations prior to the Change in
                Control.

            


    

    


    
      	
              3.

            	
              Termination
                of Employment.

            


    

    


    
      	 	
              (a)

            	
              Retirement.
                If
                your employment by the Company or a Designated Subsidiary terminates
                on or
                after age fifty-five (55) after at least ten (10) years of employment
                by
                the Company and/or a Designated Subsidiary and more than one (1)
                year from
                the Grant Date, this Option, shall be fully vested and, subject to
                Paragraph 9, may thereafter be exercised by you for a period of three
                (3) years from the date of such Termination of Employment or until
                the expiration of the stated term of this Option, whichever period
                is
                shorter.

            


    

    


    
      	 	
              (b)

            	
              Total
                Disability.
                If
                your employment by the Company or a Designated Subsidiary terminates
                by
                reason of a total disability as defined in the Company’s Healthcare
                Program (or an equivalent plan, as determined in the sole discretion
                of
                the Company), this Option shall be fully vested and, subject to Paragraph
                9, may thereafter be exercised by you for a period of three (3) years
                from
                the date of your Termination of Employment or until the expiration
                of the
                stated term of this Option, whichever period is
                shorter.

            


    

    


    
      	 	
              (c)

            	
              Death
                While Employed.
                If
                your employment with the Company or a Designated Subsidiary terminates
                by
                reason of your death, this Option shall be fully vested and may thereafter
                be exercised by the legal representative of your estate for a period
                of
                one (1) year from the date of your death or until the expiration
                of the
                stated term of this Option, whichever period is
                shorter.

            


    


    
      
        
        

      

      
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              (d)

            	
              Other
                Termination.
                If
                your employment by the Company or its Designated Subsidiary terminates
                for
                any reason other than as specified in subparagraph (a), (b) or (c)
                above, this Option shall terminate on the date of your Termination
                of
                Employment, except that, if you were involuntarily terminated by
                the
                Company or a Designated Subsidiary without Cause, subject to
                Paragraph 9, it may be exercised, to the extent exercisable on the
                date of such termination, for the lesser of three (3) months or the
                balance of the stated term of this Option. (“Cause” for this purpose means
                insubordination, dishonesty, moral turpitude, other significant misconduct
                of any kind, conviction of (or pleading guilty or nolo contendere
                to) a crime, or a significant violation of any rules, policies, procedures
                or guidelines of the Company or its affiliates, or refusal to perform
                normal duties and responsibilities (for any reason other than illness
                or
                incapacity) which, in any case, the Company reasonably classifies
                as a
                termination for Cause. The determination of whether “Cause” has occurred
                shall be solely in the discretion of the Chief Executive Officer,
                with the
                advice of the most senior Human Resources officer and the most senior
                legal officer of the Company.) In such case, however, the percentage
                limitations provided in Paragraph 1 shall
                apply.

            


    

    


    
      	
              4.

            	
              Death
                During the Three (3) Year Period under Paragraphs 3(a) and (b)
                Hereof.
                If you die within either of the three (3) year periods mentioned
                in
                Paragraphs 3(a) and (b) hereof, this Option, to the extent unexercised,
                shall thereafter be exercisable, to the extent to which it was exercisable
                at the time of death, for a period of twelve (12) months from the
                date of
                your death or until the expiration of the stated term of this Option,
                whichever period is shorter.

            


    

    


    
      	
              5.

            	
              Exercise
                of Option.
                Subject to whatever installment exercise waiting periods apply hereunder,
                exercise of this Option, in whole or in part, shall be made by submitting
                to the Company written notice of exercise in a form of the exercise
                letter
                provided by the Company, by specifying the number of shares to be
                purchased or by providing such telephonic or other notice as the
                Company
                shall specify, by making an arrangement for payment as provided in
                the
                next sentence and by delivery of the certification required by Paragraph
                9. The exercise of this Option shall be effective on the first business
                date on which the Company receives due notice of exercise at the
                principal
                corporate offices of the Company in accordance with the procedures
                established by the Company, accompanied by payment in cash, through
                the
                approved cashless broker exercise procedure or in Common Stock as
                provided
                in the next sentence. Payment for the shares of Common Stock may
                be made
                in cash and/or shares of Common Stock (accompanied by a stock power
                with
                your signature guaranteed) owned by you and for which you have good
                title,
                free and clear of any liens or encumbrances. Notwithstanding the
                foregoing, the Company may specify, by notice to you from the Company’s
                Human Resources Department, that you may exercise this option only
                through
                the Company’s approved cashless exercise program. No shares of Common
                Stock shall be issued in connection with the exercise of the Option
                until
                payment therefor has been made. All applicable tax withholding either
                shall be paid by you directly to the Company in cash or shall be
                collected
                by the Company’s reduction of the number of shares otherwise deliverable
                to you, in each case prior to the issuance of the Common Stock to
                be
                acquired by you upon exercise of this
                Option.

            


    


    
      
        
        

      

      
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              6.

            	
              Adjustments.
                If
                there is any change in the capital stock of the Company by reason
                of any
                stock dividend or distribution, stock split, recapitalization, merger,
                consolidation, split-up, combination or exchange of shares, or any
                similar
                change affecting the capital stock of the Company as provided under
                the
                Plan, the Committee shall make such adjustments as it may determine
                to be
                appropriate in accordance with the Plan and such determination shall
                be
                final and binding.

            


    

    


    
      	
              7.

            	
              Registration
                of Shares.
                The obligation of the Company to issue, sell and deliver shares under
                this
                Option shall be subject to all applicable laws, rules and regulations,
                and
                such approvals by governmental agencies as may be required, including,
                without limitation, the effectiveness of a registration statement
                under
                the Securities Act of 1933, as amended, covering the shares to be
                so
                issued, and the receipt by the Company of an acknowledgment of receipt
                of
                a prospectus. Accordingly, shares will not be issued upon the exercise
                of
                the Option unless the Company has taken the steps necessary to comply
                with
                applicable law.

            


    

    


    
      	
              8.

            	
              Nontransferable.
                This Option is not transferable or assignable otherwise than by will
                or by
                the laws of descent and distribution, and may be exercised only during
                your lifetime and only by you, except as provided in Paragraphs 3
                and 4
                hereof with respect to your death. 

            


    

    



    
      
        
        

      

      
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              9.

            	
              Cancellation
                and Recovery. 

            


    

    


    
      	 	
              (a)

            	
              Notwithstanding
                anything herein to the contrary, the Committee may terminate this
                Option
                immediately if you engage in any Detrimental
                Activity.

            


    

    


    
      	 	
              (b)

            	
              As
                a condition of the exercise of this Option, you shall certify at
                the time
                of exercise in a manner acceptable to the Company that you are in
                compliance with the terms and conditions of the Plan and that you
                have not
                engaged in, and do not intend to engage in, any Detrimental Activity.
                In
                the event you engage in a Detrimental Activity prior to, or during
                the two
                (2)-year period (one (1)-year period in the case of subparagraphs
                9(c)(v)
                and (vii)) after, your termination of employment with the Company
                and its
                Designated Subsidiaries, the Company shall be entitled to recover
                from you
                at any time within two (2) years after such termination of employment,
                and
                you shall pay over to the Company, any gain realized as a result
                of the
                exercise of this Option during the period of two (2) years prior
                to your
                termination of employment and the period of two (2) years (one (1)
                year in
                the case of subparagraph (c)(iv)) after your termination of employment
                (whether the gain was realized at the time of exercise or thereafter),
                and
                the Company shall be entitled to set-off against the amount of any
                such
                gain any amount owed to you by the Company or its affiliates and
                not honor
                any exercise of this Option made after you engage in any Detrimental
                Activity. Furthermore, if you do not pay over to the Company within
                twenty
                (20) days of demand any gain to the Company, such amount shall thereafter
                bear interest at the maximum rate permitted by law and you shall
                be liable
                for all of the Company’s costs of collection, including but not limited
                to, reasonable legal fees.

            


    

    


    
      	 	
              (c)

            	
              Except
                in the event that a Change in Control has occurred and your employment
                with the Company and its Designated Subsidiaries has terminated
                involuntarily without Cause (as defined in Paragraph 3(d)) or for
                Good
                Reason (as defined in Paragraph 2(b)), “Detrimental Activity”
                means:

            


    

    


    
      	 	
              (i)

            	
              the
                disclosure to anyone outside the Company or its affiliates, or the
                use in
                other than the Company’s or its affiliate’s business, without written
                authorization from the Company, of any confidential information or
                proprietary information or trade secrets, relating to the business
                of the
                Company or its affiliates, acquired by you during employment with
                the
                Company or its affiliates;

            


    

    


    
      	 	
              (ii)

            	
              activity
                while employed that results, or if known could result, in termination
                of
                your employment that is classified by the Company as a termination
                for
                Cause as defined in Paragraph 3(d)
                above;

            


    

    


    
      	 	
              (iii)

            	
              any
                attempt, directly or indirectly, to solicit, induce or hire (or the
                identification for solicitation, inducement or hire) any non-clerical
                employee of the Company or its affiliates to be employed by, or to
                perform
                services for, you or any person or entity with which you are associated
                (including, but not limited to, due to your employment by, consultancy
                for, equity interest in, or creditor relationship with such person
                or
                entity) or any person or entity from which you receive direct or
                indirect
                compensation or fees as a result of such solicitation, inducement
or
                hire (or the identification for solicitation, inducement or hire)
                without,
                in all cases, written authorization from the
                Company;

            


    


    
      
        
        

      

      
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              (iv)

            	
              any
                conduct otherwise violating any non-competition or non-solicitation
                agreement with the Company or its
                affiliates;

            


    

    


    
      	 	
              (v)

            	
              for
                employees of the Company or its affiliates directly engaged in sales
                activities, soliciting, in direct competition with the Company or
                its
                affiliates, any account or customer previously solicited by you or
                your
                immediate subordinates within the last year of your employment, without
                written authorization from the
                Company;

            


    

    


    
      	 	
              (vi)

            	
              your
                Disparagement, or inducement of others to do so, of the Company or
                its
                affiliates or their past and present officers, directors, employees
                or
                products;

            


    

    


    
      	 	
              (vii)

            	
              without
                written authorization from the Company, the rendering of services
                for
                organizations and businesses set forth on Exhibit A (which list may
                be
                changed or expanded by the Committee at any time on 90 days written
                notice
                to you, which notice shall become effective 90 days after the giving
                of
                such notice, if you are then employed by the Company or any Designated
                Subsidiary); provided, however, that this subparagraph (vii) shall
                apply
                only if you are at the time of exercise of any portion of this Option
                or
                were at any time prior thereto a U.S. Grade 18 or higher level employee
                or
                if you have otherwise received an Exhibit A with these Terms and
                Conditions; or

            


    

    


    
      	 	
              (viii)

            	
              any
                other conduct or act reasonably determined by the Committee to be
                significantly injurious, detrimental or prejudicial to any interest
                of the
                Company or its affiliates.

            


    

    


    In
      the
      event that a Change in Control has occurred and your employment with the Company
      and its Designated Subsidiaries has terminated involuntarily without Cause
      (as
      defined in Paragraph 3(d)) or for Good Reason (as defined in Paragraph 2(b)),
      “Detrimental Activity” shall have the meaning stated in subparagraph 9(c)(i),
      only.

    


    For
      purposes of subparagraphs 9(c)(i), (iii), (iv), (v) and (vii) above, the Chief
      Executive Officer, the most senior Human Resources officer and the most senior
      legal officer of the Company shall each have authority to provide you with
      written authorization to engage in the activities contemplated thereby and
      no
      other person shall have authority to provide you with such
      authorization.

    


    
      	 	
              (d)

            	
              “Disparagement”
                includes, without limitation, comments or statements to the press,
                the
                Company’s or its affiliates’ employees or any individual or entity with
                whom the Company or its affiliates has a business relationship which
                would
                adversely affect in any manner: (i) the conduct of the business of
                the
                Company or its affiliates (including, without limitation, any products
                or
                business plans or prospects), or (ii) the business reputation of
                the
                Company or its affiliates, or any of their products, or their past
                or
                present officers, directors or
                employees.

            


    

    



    
      
        
        

      

      
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              10.

            	
              NOTWITHSTANDING
                ANY OTHER PROVISION CONTAINED HEREIN, THIS OPTION SHALL NOT BE EXERCISABLE
                AFTER THE EXPIRATION OF TEN YEARS FROM THE GRANT
                DATE.

            


    

    


    
      	
              11.

            	
              Miscellaneous.

            


    

    


    
      	 	
              (a)

            	
              The
                Company shall have no obligation to notify you or your representative
                of
                the expiration of this Option.

            


    

    


    
      	 	
              (b)

            	
              This
                Option is subject to the detailed provisions of the Plan, a copy
                of which
                may be obtained from the Company’s Human Resources
                Department.

            


    

    


    
      	 	
              (c)

            	
              Nothing
                herein is intended to or shall give you any right or status of any
                kind as
                a stockholder of the Company in respect of any shares covered by
                this
                Option or entitle you to any dividends or other distributions thereon
                unless and until said shares shall have been registered in your
                name.

            


    

    


    
      	 	
              (d)

            	
              The
                granting of this Option does not confer upon you any right to continue
                in
                the employ of the Company or any of its subsidiaries or
                affiliates.
                The granting of this Option does not entitle you to any benefit other
                than
                the benefits specifically and expressly granted hereunder. Any
                benefits granted under the Option are not part of your ordinary salary,
                and shall not be considered as part of such salary in the event of
                severance, redundancy or
                resignation.

            


    

    


    
      	 	
              (e)

            	
              This
                Option is not
                intended to be an incentive stock option within the meaning of
                Section 422 of the Internal Revenue Code of 1986, as
                amended.

            


    

    


    
      	 	
              (f)

            	
              These
                Terms and Conditions are an integral part of the Grant Letter to
                which it
                is attached and is subject to and qualified by the provisions of
                the
                Plan.

            


    

    


    
      	 	
              (g)

            	
              Notwithstanding
                any other provision contained herein, this Option may also be exercised
                to
                the extent provided in any employee benefit plan of the
                Company.

            


    

    


    
      	 	
              (h)

            	
              The
                Committee may amend the these Terms and Conditions as necessary or
                appropriate to comply with applicable laws and
                regulations.

            


    

     

    
      	 	
              (i)

            	
              The
                Plan, the Grant Letter and the Terms and Conditions shall be governed
                by
                the laws of the State of New York, excluding any conflict of laws
                or
                choice of law rule or principle that might otherwise refer construction
                or
                interpretation of the Plan, the Grant Letter and the Terms and Conditions
                to the substantive law of another jurisdiction. You are deemed to
                submit
                to the exclusive jurisdiction and venue of the federal or state courts
                of
                New York, County of Westchester, to resolve any and all issues that
                may
                arise out of or relate to the Plan, the Grant Letter and the Terms
                and
                Conditions.

            


    

     

    

      
        
          
          

        

        
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