Exhibit 10.24
EXECUTION COPY
AMENDED AND RESTATED
EMPLOYMENT AGREEMENT
AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the "Agreement") dated as of
February 1, 2008 (the "Restatement Date"), between The Reader's Digest
Association, Inc., a Delaware corporation (the "Company"), and Mary G. Berner
("Executive").
WHEREAS, the Company and the Executive entered into an Employment Agreement as
to the terms of her continuing employment dated as of March 1, 2007 (the
"Initial Agreement");
WHEREAS, the Company and the Executive desire to enter into the Agreement to
bring the Initial Agreement into compliance with Section 409A of the Internal
Revenue Code of 1986, as amended (the "Code"), and the regulations and Treasury
guidance thereunder as in effect from time to time (collectively hereinafter,
"Section 409A");
WHEREAS, except as otherwise expressly provided herein, this Agreement shall
supersede any prior written agreement entered into between the Executive and the
Company prior to the Restatement Date with respect to the subject matter hereof,
including, without limitation, the Initial Agreement; and
WHEREAS the Company desires to continue to employ Executive as its Chief
Executive Officer and Executive continues to be willing to serve the Company in
such capacity for the period and upon such other terms and conditions of this
Agreement.
NOW, THEREFORE, in consideration of the mutual agreements, provisions and
covenants contained herein, and intending to be legally bound hereby, the
parties hereto agree as set forth below:
1. TERM. (A)
DURATION. THE TERM OF EXECUTIVE'S EMPLOYMENT UNDER THIS AGREEMENT
WAS EFFECTIVE AS OF THE CONSUMMATION OF THE MERGER OF DOCTOR ACQUISITION CO., A
DELAWARE CORPORATION, WITH THE COMPANY ON MARCH 2, 2007 (THE "EFFECTIVE DATE"),
AND SHALL CONTINUE UNTIL THE FIFTH ANNIVERSARY OF THE EFFECTIVE DATE (THE
"EXPIRATION DATE"). ON THE EXPIRATION DATE, AND ON EACH SUBSEQUENT ANNIVERSARY
OF THE EXPIRATION DATE, THE TERM OF EXECUTIVE'S EMPLOYMENT UNDER THIS AGREEMENT
SHALL BE EXTENDED FOR ONE ADDITIONAL YEAR UNLESS EITHER PARTY PROVIDES WRITTEN
NOTICE TO THE OTHER PARTY AT LEAST 60 DAYS PRIOR TO THE EXPIRATION DATE (OR ANY
SUCH ANNIVERSARY, AS APPLICABLE) THAT EXECUTIVE'S EMPLOYMENT HEREUNDER SHALL NOT
BE SO EXTENDED; PROVIDED, HOWEVER, THAT EXECUTIVE'S EMPLOYMENT UNDER THIS
AGREEMENT MAY BE TERMINATED AT ANY TIME PURSUANT TO THE PROVISIONS OF SECTION 4.
THE PERIOD OF TIME FROM THE EFFECTIVE DATE THROUGH THE TERMINATION OF
EXECUTIVE'S EMPLOYMENT UNDER THIS AGREEMENT IS HEREIN REFERRED TO AS THE "TERM."
(B)
NO OBLIGATION. THE PARTIES AGREE AND ACKNOWLEDGE THAT NEITHER THE COMPANY
NOR EXECUTIVE HAS AN OBLIGATION TO EXTEND THE TERM OR TO CONTINUE EMPLOYMENT
FOLLOWING THE EXPIRATION DATE, AND EACH PARTY EXPRESSLY ACKNOWLEDGES THAT NO
PROMISES OR UNDERSTANDINGS TO THE CONTRARY HAVE BEEN MADE OR REACHED. THE
PARTIES ALSO AGREE AND ACKNOWLEDGE THAT, SHOULD EXECUTIVE AND THE COMPANY CHOOSE
TO CONTINUE EXECUTIVE'S EMPLOYMENT FOR ANY PERIOD OF TIME
FOLLOWING THE EXPIRATION DATE WITHOUT EXTENDING THE TERM OF EXECUTIVE'S
EMPLOYMENT UNDER THIS AGREEMENT OR ENTERING INTO A NEW WRITTEN EMPLOYMENT
AGREEMENT, EXECUTIVE'S EMPLOYMENT WITH THE COMPANY SHALL BE "AT WILL," SUCH THAT
THE COMPANY MAY TERMINATE EXECUTIVE'S EMPLOYMENT AT ANY