HEALTH AND DENTAL BENEFIT
PROGRAM PROVIDED TO SENIOR EMPLOYEES OF PRIMEDIA, AS IN EFFECT FROM TIME TO
TIME, AS IF HE HAD CONTINUED TO BE AN ACTIVE EMPLOYEE COMMENSURATE WITH THE
POSITION HE HELD PRIOR TO THE TERMINATION DATE, AT SUCH LEVELS AS ARE PROVIDED
TO SENIOR EMPLOYEES OF PRIMEDIA AND THEIR ELIGIBLE DEPENDENTS FROM TIME TO TIME
("MEDICAL COVERAGE") UNTIL THE EARLIER OF (I) THE EXPIRATION OF THE TWENTY-FOUR
MONTH PERIOD COMMENCING ON THE TERMINATION DATE (THE "SEVERANCE PERIOD"), OR
(II) THE DATE OR DATES THAT CONLIN BECOMES ELIGIBLE FOR COVERAGE AND BENEFITS
UNDER CORRESPONDING PLANS AND PROGRAMS OF A SUBSEQUENT EMPLOYER, AS APPLICABLE.
NOTWITHSTANDING THE FOREGOING, (W) AS A CONDITION TO RECEIVING THE BENEFITS
HEREUNDER, CONLIN AND HIS ELIGIBLE DEPENDENTS SHALL ELECT TO RECEIVE GROUP
HEALTH BENEFIT COVERAGE FROM PRIMEDIA AS PERMITTED PURSUANT TO THE CONSOLIDATED
OMNIBUS RECONCILIATION ACT OF 1985, AS AMENDED ("COBRA"), WHICH COVERAGE SHALL
BEGIN ON THE TERMINATION DATE AND RUN THROUGH THE PERIOD PROVIDED PURSUANT TO
COBRA (THE "COBRA COVERAGE PERIOD"), WHICH COVERAGE SHALL BE DEEMED TO BE
SATISFIED BY THE PROVISION OF THE MEDICAL COVERAGE THROUGH THE COBRA COVERAGE
PERIOD, (X) DURING THE SEVERANCE PERIOD, CONLIN SHALL ONLY
BE REQUIRED TO PAY FOR THE MEDICAL COVERAGE AT THE SAME RATES THAT CONLIN IS
REQUIRED TO PAY FOR SUCH COVERAGE IMMEDIATELY PRIOR TO THE TERMINATION DATE, (Y)
THE MEDICAL COVERAGE PROVIDED TO CONLIN AND HIS ELIGIBLE DEPENDENTS BY PRIMEDIA
UNDER THIS AGREEMENT SHALL BE IN FULL SATISFACTION OF PRIMEDIA'S OBLIGATIONS TO
CONLIN AND HIS ELIGIBLE DEPENDENTS UNDER COBRA, THE EMPLOYMENT AGREEMENT AND
THIS AGREEMENT, AND (Z) IF AT ANY TIME DURING THE SEVERANCE PERIOD IT IS NOT
POSSIBLE FOR PRIMEDIA TO PROVIDE THE MEDICAL COVERAGE IN ACCORDANCE WITH THIS
SECTION 1.4(A), PRIMEDIA SHALL PAY CONLIN AN AMOUNT WHICH, AFTER PAYMENT BY
CONLIN OF APPLICABLE TAXES, IS SUFFICIENT FOR HIM TO PURCHASE EQUIVALENT
BENEFITS, AS DESCRIBED IN SECTION 9(D)(I)(E) OF THE EMPLOYMENT AGREEMENT.
(B)
OTHER BENEFIT PLANS.
CONLIN HEREBY ACKNOWLEDGES THAT THE TERMS OF
THOSE PRIMEDIA BENEFIT PLANS THAT PROVIDE THE BENEFITS LISTED ON SCHEDULE A,
ATTACHED HERETO, DO NOT PERMIT CONLIN TO CONTINUE TO PARTICIPATE IN SUCH PLANS
FOLLOWING THE TERMINATION DATE.
IN CONNECTION WITH THE FOREGOING AND IN
SATISFACTION OF ITS OBLIGATIONS UNDER SECTION 9(D)(I)(E) OF THE EMPLOYMENT
AGREEMENT, PRIMEDIA SHALL PROVIDE CONLIN WITH CASH PAYMENTS THAT ARE SUFFICIENT
FOR CONLIN TO OBTAIN BENEFITS THAT ARE EQUIVALENT TO THE BENEFITS TO WHICH
CONLIN WAS ENTITLED IMMEDIATELY PRIOR TO THE TERMINATION DATE, AS SET FORTH ON
SCHEDULE A (THE "BENEFIT PAYMENTS").
THE BENEFIT PAYMENTS SHALL BE PAYABLE IN
SUCH AMOUNTS, AND AT SUCH TIMES, AS ALSO SET FORTH ON SCHEDULE A.
TO THE EXTENT
THE BENEFIT PAYMENTS ARE SUBJECT TO FEDERAL, STATE OR LOCAL INCOME, EMPLOYMENT
AND OTHER TAXES, PRIMEDIA WILL PROVIDE CONLIN WITH AN ADDITIONAL PAYMENT SUCH
THAT, AFTER PAYMENT OF ALL SUCH TAXES, CONLIN WILL RETAIN AN AMOUNT EQUAL TO THE
CORRESPONDING BENEFIT PAYMENTS.
CONLIN HEREBY ACKNOWLEDGES AND AGREES THAT THE
AMOUNTS SET FORTH ON SCHEDULE A ATTACHED HERETO ARE SUFFICIENT