FOR ROGERS TO PURCHASE BENEFITS THAT ARE EQUIVALENT TO THOSE
CORRESPONDING BENEFITS THAT HE WAS ELIGIBLE TO RECEIVE IMMEDIATELY PRIOR TO THE
TERMINATION DATE, AS IDENTIFIED ON SCHEDULE B.
1.4
Office Accommodations and Equipment; Reimbursement of Expenses.
(A)
FOR THE PERIOD COMMENCING NOVEMBER 1, 2003 AND ENDING ON APRIL 16,
2004 (THE "LEASE PERIOD"), PRIMEDIA SHALL PAY TRGET MEDIA LLC, $53,188.00 (THE
"LEASE PAYMENT") IN A SINGLE LUMP SUM ON THE EFFECTIVE DATE FOR THE OFFICE
ACCOMMODATIONS IDENTIFIED ON SCHEDULE C.
IN ADDITION, DURING THE LEASE PERIOD,
PRIMEDIA SHALL PROVIDE TO ROGERS THE EQUIPMENT AND SERVICES (INCLUDING
REIMBURSEMENT FOR UTILITIES AND OTHER EXPENSES, AS APPLICABLE) SET FORTH ON
SCHEDULE C, IN ACCORDANCE WITH THE TERMS OF SCHEDULE C, AND TRANSFER TITLE TO
ROGERS (TO THE EXTENT PRIMEDIA ITSELF HOLDS TITLE) OF THE FOLLOWING: (I) ANY
COMPUTER AND TELECOMMUNICATIONS OFFICE EQUIPMENT (INCLUDING FAX MACHINES,
BLACKBERRY E-MAIL DEVICES, TELEPHONES, AND CELL PHONES) LOCATED AT ROGERS'
RESIDENCE AS OF THE TERMINATION DATE AND (II) ALL FURNISHINGS, FILE CABINETS AND
OFFICE EQUIPMENT MAINTAINED AT ROGERS' CURRENT OFFICE.
(B)
ON THE EFFECTIVE DATE, PRIMEDIA SHALL MAKE A LUMP SUM PAYMENT TO
ROGERS TO REIMBURSE ROGERS IN FULL FOR COSTS INCURRED FROM THE TRIGGER DATE TO
THE TERMINATION DATE FOR OFFICE OR HOME OFFICE, COMPUTER AND TELECOMMUNICATIONS
EQUIPMENT OR SERVICES NOT PREVIOUSLY REIMBURSED BY PRIMEDIA, WHICH COSTS HAVE
BEEN DOCUMENTED AND WHICH DOCUMENTATION HAS BEEN SUBMITTED BY ROGERS TO PRIMEDIA
PRIOR TO THE DATE OF THIS AGREEMENT OR WHICH SHALL BE SUBMITTED BY ROGERS WITHIN
FIVE BUSINESS DAYS OF THE TERMINATION DATE.
1.5
Tax Withholding.
(A)
WITHHOLDING GENERALLY.
ALL PAYMENTS MADE UNDER THIS AGREEMENT
(WITH THE EXCEPTION OF THE PAYMENT OF ATTORNEYS FEES AND THE PAYMENTS, TRANSFERS
AND SERVICES DESCRIBED IN SECTION 1.4 AND SCHEDULE C (THE "OFFICE PAYMENTS"))
SHALL BE TREATED AS SUPPLEMENTAL WAGE PAYMENTS (THE APPLICABLE RATE OF WHICH, AS
OF THE DATE HEREOF, IS 26% OF ANY SUCH PAYMENT FOR FEDERAL INCOME TAX PURPOSES)
FOR PURPOSES OF FEDERAL, STATE AND LOCAL TAX WITHHOLDING.
SUBJECT TO SECTION
1.5(B), PRIMEDIA MAY WITHHOLD FROM ANY AMOUNTS PAYABLE IN CASH UNDER THIS
AGREEMENT (OTHER THAN THE ATTORNEYS FEES AND THE OFFICE PAYMENTS) SUCH TAXES AS
MAY BE REQUIRED TO BE WITHHELD IN RESPECT OF ANY PAYMENT AND/OR ANY BENEFIT
PROVIDED FOR UNDER THIS AGREEMENT PURSUANT TO ANY APPLICABLE LAW OR REGULATION,
INCLUDING, WITHOUT LIMITATION, SUPPLEMENTAL WAGE PAYMENTS, AND AN AMOUNT IN
RESPECT OF THE APPLICABLE WITHHOLDING LIABILITY ARISING UPON THE DISTRIBUTION OF
THE RESTRICTED SHARES TO ROGERS AS PROVIDED IN SECTION 1.2(C) OF THIS AGREEMENT.
FOR THE AVOIDANCE OF DOUBT, PRIMEDIA SHALL NOT WITHHOLD ANY TAXES FROM THE
ATTORNEYS' FEES OR THE OFFICE PAYMENTS.
(B)
WITHHOLDING IN RESPECT OF RESTRICTED SHARES.
IN CONNECTION WITH
THE PAYMENT TO PRIMEDIA BY ROGERS OF THE APPLICABLE WITHHOLDING LIABILITY IN
RESPECT OF THE TAXES PAYABLE UPON THE DISTRIBUTION OF THE RESTRICTED SHARES,
DETERMINED IN A MANNER CONSISTENT WITH SECTION 1.5(A) ABOVE (THE "RESTRICTED
SHARE WITHHOLDING LIABILITY"),
5
PRIMEDIA SHALL DELIVER TO THE TRUSTEE THE PAYMENT SCHEDULE (AS DEFINED IN THE