Exhibit 99.8
AMENDMENT TO EMPLOYMENT AGREEMENT
AMENDMENT, dated as of January 16, 2001, to the Employment Agreement (the
"AGREEMENT"), dated as of October 29, 2000, by and between PRIMEDIA, Inc.,
Xxxxx.xxx, Inc. and Xxxxx Xxxxxx:
1. Section 4 of the Agreement is hereby amended to read in its
entirety as follows:
"4. BONUS
a. SIGN-ON BONUS. As soon as practicable following the
Commencement Date, the Executive shall receive a Sign-On Bonus
equal to $36,483.
b. ANNUAL BONUS. With respect to each calendar year during the
Employment Term, Executive shall be eligible to earn an annual bonus
award (an "Annual Bonus") in such amount, as determined in the sole
discretion of the CEO based upon the achievement of performance
goals established by the CEO within the first three months of each
calendar year during the Employment Term, provided that the minimum
bonus for any calendar year during the Term shall be $1,650,000 (the
"Minimum Bonus"). Any bonus shall be prorated for any partial
calendar year based on the number of days in such calendar year in
which Executive performed services divided by 365. Such Annual Bonus
shall be paid no later than March 31 of the year following the end
of the measuring calendar year."
2. Section 5(b) of the Agreement is hereby amended to read in its
entirety as follows:
"b. RESTRICTED SHARES. As of the Commencement Date, Executive shall
be granted 2,211,100 shares of restricted stock of the Parent (the
"Restricted Shares") pursuant to the Plan. The Restricted Shares
shall vest, subject to Executive's continued employment with the
Company or an affiliate, with respect to twenty-five percent (25%)
of the Restricted Shares on the first anniversary of the
Commencement Date and with respect to an additional twenty-five
percent (25%) of the Restricted Shares on each anniversary
thereafter, so that the Restricted Shares would become fully vested
on the fourth anniversary of the Commencement Date."
3. Section 8(b)(iv)(C) of the Agreement is hereby amended to read in
its entirety as follows:
"(C) All Options and Restricted Shares not yet vested shall be fully
vested."
4. Section 8(c)(ii)(C) of the Agreement is hereby amended to read in
its entirety as follows:
"(C) One-half of all Options and one-half of all Restricted
Shares not yet vested shall be fully vested,"
5. Section 9(c)(i)(C) of the Agreement is hereby amended to read in
its entirety as follows:
"(C) all Options and Restricted Shares not vested shall become fully
vested."
6. As amended hereby, the Agreement shall continue in full force and
effect in accordance with its terms.
IN WITNESS WHEREOF, the parties hereto have here unto set in their hands
and seal as of the day and year first above written.
PRIMEDIA, Inc.
By /s/ XXXXXXX XXXXX
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Title Vice Chairman
Xxxxx.xxx, Inc.
By /s/ XXXXX XXXXXX
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Title Chairman and Chief Executive
Officer
/s/ XXXXX XXXXXX
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Xxxxx Xxxxxx
