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