EXHIBIT 10.23
Text of Agreement dated as of August 14, 2001 between ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
and The Reader's Digest Association, Inc.
7. We understand you are scheduled to receive a long-term incentive
payment in the amount of $200,000, from your present employer in
February of 2003. Within five business days after the settlement or
final judgment referred to in paragraph 8, RDA will guarantee a payment
in the gross amount of $75,000 and will grant you $125,000 in
restricted shares (valued as of the date of that grant) which will vest
50% after two years from the grant date, and 50% after three years from
the grant date. Details of this grant will be provided to you upon
grant.
8. We understand you are scheduled to receive two change-in-control
payments from your current employer, one in the amount of $217,000
payable in February 2002, and the other in the amount of $436,000
payable in December 2002. Should your current employer withhold these
payments, RDA will select and retain legal representation to assist you
in recouping the payments from your current employer described in
paragraphs 7 and 8, but RDA shall not be required to spend more than
$50,000 in legal fees and expenses to recoup these payments. If the
legal fees exceed this amount, Reader's Digest will have the right to
determine whether or not to continue to pursue the recoupment or
settle. If unsuccessful in whole or part, Reader's Digest will pay you
50% of the uncollected amount (not to exceed $325,000), which amount
shall be payable in cash. Should you receive $325,000 or more form
your current employer, either by virtue of a settlement or upon a final
judgment, RDA shall have no further obligation to you. If, in the
process of seeking recoupment, you recoup the $200,000 long-term
payment described in paragraph 7 as well as the full amount ($653,000)
owed to you by your current employer set forth in this paragraph, no
payments will be made by Reader's Digest as described in Section 7
above. To the extent that any recovery or settlement includes
attorneys fees and expenses, you agree to pay over to RDA the full
amount of any such attorneys fees and expenses.
