TO PURCHASE 5,000,000 SHARES
PRIMEDIA STOCK ("INITIAL OPTIONS", AND TOGETHER WITH THE 4/5/6 OPTIONS, THE
"OPTIONS") GRANTED TO ROGERS PURSUANT TO THE STOCK OPTION AGREEMENT DATED AS OF
DECEMBER 3, 1999 (THE "ORIGINAL STOCK OPTION AGREEMENT") ARE BY THEIR TERMS
FULLY VESTED AND SHALL (TO THE EXTENT NOT PREVIOUSLY VESTED AND EXERCISED)
REMAIN EXERCISABLE UNTIL DECEMBER 3, 2009, AND MAY NOT BE EXERCISED AT ANY TIME
THEREAFTER.
EXCEPT AS SET FORTH SPECIFICALLY HEREIN, NOTHING IN THIS SECTION
1.2(B) SHALL BE CONSTRUED TO AMEND, ALTER, REVISE OR CHANGE ANY OTHER TERMS OR
CONDITIONS OF THE ORIGINAL STOCK OPTION AGREEMENT.
(C)
RABBI TRUST RESTRICTED SHARES.
PURSUANT TO THE RESTRICTED STOCK
UNITS AWARD AGREEMENT BETWEEN PRIMEDIA AND ROGERS DATED AS OF DECEMBER 3, 1999
(THE "RSU AGREEMENT") AND THE RABBI TRUST AGREEMENT BY AND BETWEEN PRIMEDIA AND
U.S. TRUST COMPANY, NATIONAL ASSOCIATION (THE "TRUSTEE"), DATED AS OF DECEMBER
31, 2000 (THE "TRUST AGREEMENT"), SUBJECT TO SECTION 1.5(B) OF THIS AGREEMENT,
PRIMEDIA SHALL INSTRUCT THE TRUSTEE (AS DEFINED THEREIN) TO DELIVER TO ROGERS
(OR HIS DESIGNATED BROKER, TO THE EXTENT SO INSTRUCTED) THE 1,380,711 SHARES OF
PRIMEDIA STOCK (THE "RESTRICTED SHARES") HELD BY THE TRUSTEE UNDER THE TRUST
AGREEMENT AS SOON AS PRACTICABLE ON OR AFTER THE TERMINATION DATE.
PRIMEDIA
SHALL PAY ALL FEES AND EXPENSES RELATED TO THE ADMINISTRATION OF THE RSU
AGREEMENT AND THE TRUST AGREEMENT, INCLUDING THE TRUSTEE'S AND/OR CUSTODIAL FEES
ASSOCIATED WITH THE DISTRIBUTION OF THE RESTRICTED SHARES.
(D)
SHARES ISSUED UPON OPTION EXERCISE AND DELIVERY OF RESTRICTED
SHARES.
ALL SHARES OF PRIMEDIA STOCK DELIVERED PURSUANT TO THE EXERCISE OF ANY
OPTION DESCRIBED IN SECTIONS 1.2(A) AND/OR 1.2(B) OF THIS AGREEMENT, AND/OR
PURSUANT TO THE RSU AGREEMENT AS DESCRIBED IN SECTION 1.2(C) OF THIS AGREEMENT,
SHALL BE (I) FREE AND CLEAR OF ANY LIEN, CHARGE, ENCUMBRANCE OR OTHER RIGHT IN
FAVOR OF PRIMEDIA OR THE TRUSTEE OR CREATED BY PRIMEDIA, (II) FREELY
TRANSFERABLE (SUBJECT TO ANY TRADING RESTRICTIONS IMPOSED BY LAW OR THE
EXCHANGE(S) ON WHICH SUCH SHARES MAY TRADE FROM TIME TO TIME) AND (III)
APPROPRIATELY REGISTERED BY PRIMEDIA ON A FORM S-8 (OR ANY SUCCESSOR FORM
THERETO) FILED WITH THE SECURITIES EXCHANGE COMMISSION FOR RESALE BY ROGERS.
3
1.3
Other Employee Benefits.
(A)
GROUP HEALTH COVERAGE.
EFFECTIVE AS OF THE TERMINATION DATE,
PRIMEDIA SHALL CONTINUE TO PROVIDE ROGERS AND HIS ELIGIBLE DEPENDENTS WITH
MEDICAL, VISION AND DENTAL BENEFITS PURSUANT TO PRIMEDIA'S HEALTH, VISION AND
DENTAL BENEFIT PROGRAMS IN EFFECT FROM TIME TO TIME, AT SUCH LEVELS AND AT SUCH
COSTS AS MADE AVAILABLE TO ROGERS AND HIS ELIGIBLE DEPENDENTS AND HIS ELIGIBLE
DEPENDENTS IMMEDIATELY PRIOR TO THE TERMINATION DATE ("MEDICAL COVERAGE") UNTIL
THE EARLIER OF (I) APRIL 16, 2005 OR (II) THE DATE OR DATES THAT ROGERS BECOMES
ELIGIBLE FOR COVERAGE AND BENEFITS UNDER THE PLANS AND PROGRAMS OF A SUBSEQUENT
EMPLOYER, AS APPLICABLE.
NOTWITHSTANDING THE FOREGOING, (X) AS A CONDITION TO
RECEIVING THE BENEFITS UNDER THIS SECTION 1.3(A) AND AS REQUIRED PURSUANT TO
PRIMEDIA'S HEALTH INSURANCE POLICY AS IN EFFECT ON THE DATE HEREOF, ROGERS SHALL