Option Extension Agreement - PRIMEDIA Inc. and Beverly C. Chell
OPTION EXTENSION AGREEMENT
WITNESSETH:
This Agreement dated 7th day of April, 2001, is made between PRIMEDIA Inc.
a Delaware corporation (the "Company"), and Beverly C. Chell, an employee of the
Company (the "Optionee").
WHEREAS the Company wishes to extend the Optionee's previous grant of
options to purchase 771,242 shares of PRIMEDIA Inc. common stock at the strike
price of $5.00 per share which would otherwise expire on May 13, 2002 (the
"Options"); and
WHEREAS the Company's Compensation Committee (the "Committee"), appointed
to administer the Plan, has determined that it would be to the advantage and in
the best interest of the Company and its stockholders to grant to Optionee an
extension of said Options as an incentive for increased efforts during the
Optionee's term of office with the Company.
NOW, THEREFORE, the Company and the Optionee agree as follows:
Section 1.01 PRIMEDIA INC. AS SUCCESSOR TO K-III COMMUNICATIONS
(a) The Company is the successor to K-III Communications Corporation, a
Delaware corporation ("Communications"), in respect of two non-Qualified Stock
Option Agreements dated May 13, 1992 (the "May 13, 1992 Option Agreements")
between Communications and the Optionee.
(b) All references to Communications in the May 13, 1992 Option Agreements
apply to the Company.
Section 1.02 EXTENSION OF OPTIONS AND TIME TO EXERCISE
(a) The right of the Optionee to exercise seven hundred seventy-one
thousand two hundred forty-two (771,242) of the options granted by the
May 13, 1992 Option Agreements is hereby extended for an additional
3-year period from the tenth anniversary of the Grand Date as that term
is defined in the May 13, 1992 Option Agreements, and the said options
shall therefore expire on May 13, 2005.
(b) Pursuant to the terms of the May 13, 1992 Option Agreements, all of
said options have been fully vested.
(c) Pursuant to the terms of the May 13, 1992 Option Agreements, the
exercise price of said options is $5.00.
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(d) Except as specifically set forth herein to the contrary, all other
terms and conditions of the May 13, 1992 Option Agreements shall remain
in full force and effect.
IN WITNESS WHEREOF, this Agreement has been executed and delivered by the
parties hereto.
PRIMEDIA Inc.
By: /s/ Michaelanne C. Discepolo
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Title: Executive Vice President
Beverly C. Chell
/s/ Beverly C. Chell
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Taxpayer Identification Number
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