Exhibit 10.11
FORM OF RESTRICTED STOCK AWARD AGREEMENT
THIS AGREEMENT (the "Agreement"), dated as of [ ],
2001, (the "Grant Date") between PRIMEDIA, INC., a Delaware corporation (the
"Company"), and [ ] (the "Participant").
WHEREAS, the Company has adopted the PRIMEDIA 2001 Stock Incentive
Plan (the "Plan"), which Plan as it may be amended from time to time is
incorporated herein by reference and made a part of this Agreement;
WHEREAS, the Compensation Committee of the Board of Directors has
determined that it would be in the best interests of the Company and its
stockholders to grant the restricted stock award provided for herein (the
"Restricted Stock Award") to the Participant pursuant to the Plan and the terms
set forth herein;
WHEREAS, the Company and the Participant have entered into an
employment agreement dated October 29, 2000 (the "Employment Agreement"); and
WHEREAS, the Employment Agreement provides for the grant of
restricted stock to the Participant;
NOW THEREFORE, in consideration of the mutual covenants hereinafter
set forth, the parties hereto agree as follows:
1. GRANT OF THE RESTRICTED SHARES. Subject to the terms and
conditions of the Plan, and the additional terms and conditions set forth in
this Agreement, the Company hereby grants to the Participant a Restricted Stock
Award consisting of [ ] shares of Common Stock (the "Restricted Shares"), in
consideration of the Participant's payment of the par value of $.01 per share of
Common Stock, for a total payment of $[ ]. The Restricted Shares shall vest and
become nonforfeitable in accordance with Section 2 hereof. Any capitalized terms
not otherwise defined herein shall have the meanings set forth in the Employment
Agreement or the Plan.
2. VESTING
(a) Subject to the Participant's continued employment with the
Company and the terms of this Agreement, the Restricted Shares shall vest and
become nonforfeitable, with respect to twenty-five percent (25%) of the
Restricted Shares initially granted hereunder on the first anniversary of the
Grant Date, and with respect to an additional 25% of the Restricted Shares on
each of the second, third and fourth anniversaries thereof. Notwithstanding the
foregoing, in the event the above vesting schedule results in the vesting of any
fractional Shares, such fractional Shares shall not be deemed vested hereunder
but shall vest and become nonforfeitable when such fractional Shares aggregate
whole Shares.
(b) If the Participant's employment with the Company is terminated
for any reason, the Restricted Shares shall, to the extent not then vested, be
forfeited by the Participant without consideration; PROVIDED, HOWEVER, that if
the Participant is terminated (i) by the Company without Cause (as defined in
the Employment Agreement), (ii) by the Participant with Good Reason (as defined
in the Employment Agreement) or (iii) due to the Participant's death or
Disability (as defined in the Employment Agreement), all Restricted Shares, to
the extent not then vested, shall become immediately vested and nonforfeitable;
PROVIDED, FURTHER, that if the Participant resigns due to a Diminution (as
defined in the Employment Agreement), fifty percent of the Restricted Shares
that were not vested as of the date of termination shall become immediately
vested and nonforfeitable.
(c) Notwithstanding any other provision of this Agreement to the
contrary, in the event of a Change of Control, the Restricted Shares shall, to
the extent not then vested and not previously forfeited, immediately become
fully vested and nonforfeitable.
3. CERTIFICATES. Certificates evidencing the Restricted Shares
shall be issued by the Company and shall be registered in the Participant's name
on the stock transfer books of the Company promptly after the date hereof, but
shall remain in the physical custody of the Company or its designee at all times
prior to the vesting of such Restricted Shares pursuant to Section 2. The
Participant hereby acknowledges and agrees that the Company shall retain custody
of such certificate or certificates until the restrictions imposed by Section 2
on the Common Stock granted hereunder lapse. As a condition to the receipt of
this Restricted Stock Award, the Participant shall deliver to the Company a
stock power or powers, duly endorsed in blank, relating to the Restricted
Shares. No certificates shall be issued for fractional Shares.
4. RIGHTS AS A STOCKHOLDER. The Participant shall be the record
owner of the Restricted Shares until or unless such Shares are forfeited
pursuant to Section 2 hereof and as record owner shall be entitled to all rights
of a common stockholder of the Company, including, without limitation, voting
rights with respect to the Restricted Shares; PROVIDED that (i) any cash or
in-kind dividends paid with respect to the Restricted Shares which have not
previously vested shall be withheld by the Company and shall be paid to the
Participant only when, and if, such Restricted Shares shall become fully vested
pursuant to Section 2 and (ii) the Restricted Shares shall be subject to the
limitations on transfer and encumbrance set forth in Section 6. As soon as
practicable following the vesting of any Restricted Shares pursuant to Section
2, certificates for the Restricted Shares which shall have vested shall be
delivered to the Participant or to the Participant's legal guardian or
representative along with the stock powers relating thereto.
5. LEGEND ON CERTIFICATES. The certificates representing the
unvested Restricted Shares shall bear a legend stating that the Restricted
Shares are subject to the provisions of this Agreement and shall be subject to
such stop transfer orders and other restrictions as the Committee may deem
advisable under the Plan or the rules, regulations, and other requirements of
the Securities and Exchange Commission, any stock exchange upon which such
Shares are listed, and any applicable Federal or state laws, and the Committee
may cause a legend or legends to be put on any such certificates to make
appropriate reference to such restrictions.
6. TRANSFERABILITY. The Restricted Shares may not, at any time
prior to becoming vested pursuant to Section 2, be transferred, sold, assigned,
pledged, hypothecated or otherwise disposed of unless such transfer, sale,
assignment, pledge, hypothecation or other disposition complies with the
provisions of this Agreement or the Plan.
7. PURCHASER'S EMPLOYMENT BY THE COMPANY. Subject to the terms of
the Employment Agreement, nothing contained in this Agreement (i) obligates the
Company or any subsidiary of the Company to employ the Participant in any
capacity whatsoever or (ii) prohibits or restricts the Company (or any such
subsidiary) from terminating the employment of the Participant at any time or
for any reason whatsoever, with or without Cause, and the Participant hereby
acknowledges and agrees that, except as otherwise provided in the Employment
Agreement, neither the Company nor any other person has made any representations
or promises whatsoever to the Participant concerning the Participant's
employment or continued employment by the Company or any subsidiary of the
Company.
8. CHANGE IN CAPITALIZATION. If, prior to the time the
restrictions imposed by Section 2 on the Restricted Shares granted hereunder
lapse, the Company shall be reorganized, or consolidated or merged with another
corporation or any similar event, any stock, securities or other property
exchangeable for such Restricted Shares, or received in connection with such
Shares, pursuant to such reorganization, consolidation, merger or other similar
event shall be deposited with the Company and shall become subject to the
restrictions and conditions of this Agreement to the same extent as if it had
been the original property granted hereby.
9. WITHHOLDING. It shall be a condition of the obligation of the
Company upon delivery of Restricted Shares to the Participant that the
Participant pay to the Company such amount as may be requested by the Company
for the purpose of satisfying any liability for any Federal, state or local
income or other taxes required by law to be withheld with respect to such
Restricted Shares, including the payment to the Company upon the vesting of the
Restricted Shares (or such earlier or later date as may be applicable under
Section 83 of the Code) or other settlement in respect of the Restricted Shares
of all such taxes. The Company shall be authorized to take such action as may be
necessary in the opinion of the Company's counsel (including, without
limitation, withholding vested Restricted Shares otherwise deliverable to
Participant hereunder and/or withholding amounts from any compensation or other
amount owing from the Company to the Participant) to satisfy all obligations for
the payment of any such taxes. The Participant is hereby advised to seek his own
tax counsel regarding the taxation of the grant of Restricted Shares made
hereunder.
10. SECURITIES LAWS. Upon the vesting of any Restricted Shares,
the Company may require the Participant to make or enter into such written
representations, warranties and agreements as the Committee may reasonably
request in order to comply with applicable securities laws or with this
Agreement and appropriate legends may be placed on the certificates. The
granting of the Restricted Shares hereunder shall be subject to all applicable
laws, rules and regulations and to such approvals of any governmental agencies
as may be required and appropriate legends may be placed on the certificates.
11. NOTICES. Any notice to be given under the terms of this
Agreement to the Company shall be addressed to the Company in care of its
General Counsel, and any notice to be given to the Participant shall be
addressed to him at the address given beneath his signature hereto. By a notice
given pursuant to this Section 11, either party may hereafter designate a
different address for notices to be given to him. Any notice which is required
to be given to the Participant shall, if the Participant is then deceased, be
given to the Participant's personal representative if such representative has
previously informed the Company of his status and address by written notice
under this Section 11. Any notice shall have been deemed duly given when
enclosed in a properly sealed envelope or wrapper addressed as aforesaid,
deposited (with postage prepaid) in a post office or branch post office
regularly maintained by the United States Postal Service.
12. GOVERNING LAW. The laws of the State of Delaware (or if the
Company reincorporates in another state, the laws of that state) shall govern
the interpretation, validity and performance of the terms of this Agreement
regardless of the law that might be applied under principles of conflicts of
laws.
13. RESTRICTED STOCK AWARD SUBJECT TO THE EMPLOYMENT AGREEMENT AND
PLAN. The Restricted Stock Award shall be subject to all terms and provisions of
the Plan and the Employment Agreement, to the extent applicable to the
Restricted Shares. In the event of any conflict between this Agreement and the
Plan, the terms of the Plan shall control. In the event of any conflict among
this Agreement, the Plan and the Employment Agreement, the terms of the
Employment Agreement shall control.
14. SIGNATURE IN COUNTERPARTS. This Agreement may be signed
in counterparts, each of which shall be an original, with the same effect as
if the signatures thereto and hereto were upon the same instrument.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement.
PRIMEDIA, INC.
By: ___________________
Its:
_____________________
Participant
