EXHIBIT 10.26
June 20, 2002
Xx. Xxxxx Xxxx
Dear Xxxxx:
This letter, when executed by you, will serve as a second amendment to
your employment agreement dated February 25, 2000 (the "Agreement").
The Agreement shall be amended as follows:
1. Section 1a of the Agreement shall be amended such that Employee's
title shall be Executive Vice President of the Company and President of Magazine
and Media Group.
2. Section 2 of the Agreement shall be amended such that the Expiration
Date shall now be December 31, 2003.
3. Section 3a shall be revised back to its original language such that
Employee's annual base salary shall be $700,000. The additional language in the
first amendment referencing a special incentive program shall be deleted and
Employee shall no longer be eligible for such program.
4. Employee shall receive additional stock options as set forth on the
attachment hereto.
PRIMEDIA Inc.
By: /s/ Xxxxxxxxxxx X. Xxxxxxxxx
--------------------------------
Name: Xxxxxxxxxxx X. Xxxxxxxxx
Title: Executive VP, Human Resources
AGREED TO AND ACCEPTED:
/s/ Xxxxx Xxxx
---------------------
Xxxxx Xxxx
ATTACHMENT TO JUNE 20, 2002 SECOND AMENDMENT
TO FEBRUARY 28, 2000 EMPLOYMENT AGREEMENT
Number of Options Granted: 100,000
Grant Date: July 1, 2002
Expiration Date: Tenth Anniversary
of Grant Date
Exercise Price: 30,000 at $4 Tranche I
30,000 at $5 Tranche II
30,000 at $6 Tranche III
10,000 at $6 Tranche IV
Regular Vesting: Tranche I In annual installments of
25% on each of first four
anniversary dates of Grant
Date.
Tranche II-IV Eighth Anniversary of Grant
Date.
Accelerated Vesting: Tranche II December 31, 2003 if 2003
calendar year EBIDTA is
GREATER THAN OR EQUAL TO
$300 mm.
Tranche III December 31, 2003 if 2003
calendar year EBIDTA is
GREATER THAN OR EQUAL TO
$340 mm.
December 31, 2004 if 2004
calendar year EBIDTA is
GREATER THAN OR EQUAL TO
$340 mm.
Tranche IV December 31, 2003 if 2003
calendar year EBIDTA is
GREATER THAN OR EQUAL TO
$380 mm.
December 31, 2004 if 2004
calendar year EBIDTA is
GREATER THAN OR EQUAL TO
$380 mm.
December 31, 2005 if 2005
calendar year EBIDTA is
GREATER THAN OR EQUAL TO
$380 mm
Termination Date: For unvested options, Date of Termination, and
for vested options, 90 days after the Date of
Termination.
Xx. Xxxxx Xxxx
Dear Xxxxx:
This letter, when executed by you, will serve as an amendment to your
employment agreement dated February 25, 2000 (the "Agreement").
The Agreement shall be amended as follows:
1. Section 2 of the Agreement shall be amended such that the words "the
second anniversary of the Start Date" shall be deleted and replaced with the
following: "March 31, 2003".
2. Section 3a shall be amended such that Employee's annual base salary
shall be changed from $700,000 to $670,000. In addition, the following language
shall be added to the end of Section 3a: "In addition, Employee shall be
eligible to participate in a special incentive program as outlined in the
memorandum attached hereto."
3. Section 3b shall be amended be adding the following to the end of
Section 3b: "For purposes of calculating the annual incentive awards under this
section, your annual base salary shall be deemed to be $700,000."
4. For purposes of Section 7(a) and (c) of the Agreement, the maximum
amount payable to you under the special incentive program shall be treated as
your "target bonus" is treated under Section 7(a) or as your "earned pro rata
bonus under Section 3(b)" is treated under Section 7(b)."
PRIMEDIA Inc.
By: /s/ Xxxxxxxxxxx X. Xxxxxxxxx 4/3/02
-------------------------------------
Xxxxxxxxxxx X. Xxxxxxxxx
Executive Vice President, Human Resources
PRIMEDIA, Inc.
AGREED TO AND ACCEPTED:
/s/ Xxxxx Xxxx 4/30/02
------------------------------
Xxxxx Xxxx Date
