Sample Business Contracts

Employment Agreement - PRIMEDIA Inc., Inc. and Scott Kurnit

Employment Forms

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                                                              September 17, 2001

Mr. Scott Kurnit
1440 Broadway
New York, NY 10018

Dear Scott:

     The purpose of this letter agreement (this "Letter") is to set forth the
terms and conditions pursuant to which your employment with PRIMEDIA Inc.
("PRIMEDIA") and, Inc. ("About") under your Employment Agreement dated
October 29, 2000, as amended January 16, 2001, (together, the "Agreement") shall
terminate effective December 31, 2001 (the "Termination Date").

     1.  Effective upon the date of this Letter, you will cease to be a director
         or officer of PRIMEDIA and any of its subsidiaries, including About,
         except that you shall retain the title of Chairman of About through the
         Termination Date. From the date of this letter through the Termination
         Date, notwithstanding anything contained in the Agreement to the
         contrary, your duties shall be to assist the new Chief Executive
         Officer of About in the smooth, orderly and positive transition of
         About, with particular attention to the About Guides (including the
         upcoming Guide Roadshow) and team members, and you will not be required
         to perform any particular duties or tasks. Any request for your
         assistance shall be subject to your personal schedule and obligations
         and may be performed from any location. In no event shall any failure
         to perform hereunder be deemed a breach of this Letter. During the
         period from the date of this Letter through the Termination Date, you
         shall spend no more than two and one-half days per week fulfilling such

     2.  Through and including the 30th day following the date of this Letter,
         your Base Salary, as defined in the Agreement, shall be paid at the
         annual rate of $600,000 in accordance with the terms of the Agreement.
         Effective upon the 31st day following the date of this Letter, and
         notwithstanding anything contained in the Agreement to the contrary,
         your Base Salary, as defined in the Agreement, shall be paid at the
         annual rate of $300,000, in accordance with About's normal pay
         practices, through the Date of Termination..


     3.  Effective upon the Termination Date, and notwithstanding anything
         contained in the Employment Agreement to the contrary, you shall cease
         to be an employee of PRIMEDIA and About and shall also cease to be
         Chairman of About.

     4.  The provisions of this Letter shall be in substitution for the
         provisions of the Agreement, unless specifically set forth in this
         Letter to the contrary.

     5.  For the period from January 1, 2002 through the February 28, 2005, you
         shall be paid, in regular installments on About's normal pay dates, an
         amount equal, on an annualized basis, to $300,000, which amount
         represents one-half of your Base Salary, as defined in the Employment

     6.  No later than March 31, 2002, you shall be paid an amount equal to (a)
         $4,520.55 multiplied by the actual number of calendar days from and
         including February 28, 2001 through and including the 30th day
         following date of this Letter (the "First Period") plus (b) $2,260.27
         multiplied by number determined by subtracting the number from 365 the
         number of calendar days in the First Period. No later than March 31,
         2003 and 2004, you shall be paid, on each occasion, an amount equal to
         $825,000. No later than March 31, 2005, you shall be paid an amount
         equal to $958,355.93.

     7.  With respect to your Options and Restricted Shares, as defined in the
         Agreement, effective on the Termination Date, one-half of all Options
         (1,302,650 options) and one-half of all Restricted Shares (1,105,550
         Restricted Shares). shall vest and the remainder shall be forfeited and
         terminated The provisions of your Non-Qualified Stock Option Agreement
         dated as of February 28, 2001 and your Restricted Stock Award Agreement
         dated as of February 28, 2001 shall continue to apply to your vested
         Options and vested Restricted Shares.

     8.  The provisions of Sections 6 and 7 of the Employment Agreement shall
         remain in full force and effect through the Termination Date and you
         shall be paid any unpaid amounts thereunder following the Termination
         Date in accordance with About's normal policy and any underlying
         applicable employee benefit plans; provided that with respect to your
         PRIMEDIA stock options issued for your About stock options as a result
         of the merger of PRIMEDIA and About, you shall not be entitled to any
         acceleration of vesting nor any extended vesting period which would
         otherwise apply to employees who were About optionees prior to the
         change of control and are either terminated without cause or
         voluntarily terminate with good reason. You shall not be entitled to
         any severance benefits following your termination of employment under
         any PRIMEDIA or About general severance policy.

     9.  The following provisions shall relate to competitive activities:

           a. "Competing Business" shall mean a business whose primary business

              (i)      a network of websites which websites provide content of a
                       scope and in a manner substantially similar to the
                       websites making up the About network or

              (ii)     websites that compete with non-About PRIMEDIA websites on
                       the date of this Letter including in the subject areas of
                       teen, bridal, automotive, apartment leasing, equine,
                       crafts, or outdoor enthusiast areas.

           b. Non-Compete Period shall mean the period from the date of this
              Letter through and including February 28, 2005.


           c. You agree that during the Non-Compete Period you shall not,
              directly or indirectly:

              (i)      engage in any business that is a Competing Business;

              (ii)     enter the employ of, or render any services to, any
                       person or entity (or any division of any person or
                       entity) which is a Competing Business;

              (iii)    acquire a financial interest in, or otherwise become
                       actively involved with or in, any Competing Business,
                       directly or indirectly, as an individual, partner,
                       shareholder, officer, director, principal, agent, trustee
                       or consultant; or

              (iv)     interfere with, or attempt to interfere with, business
                       relationships formed before the date of this Letter
                       between About or any of its affiliates and its material
                       customers, clients or suppliers.

           d. Notwithstanding anything to the contrary in this Section 9, you
              may directly or indirectly own, solely as an investment,
              securities of any person engaged in a Competing Business which are
              publicly traded on a national or regional stock exchange or on the
              over-the-counter market if you are not a controlling person of, or
              a member of a group which controls, such person.

           e. You agree that, whether on your own behalf or on behalf of or in
              conjunction with any person, company, business entity or other
              organization whatsoever, directly or indirectly:

              (i)      You will not, during the Non-Compete Period, solicit any
                       executive of PRIMEDIA or About or any of their respective
                       subsidiaries employed by any of them on the date of this
                       Letter, or

              (ii)     You will not

                       (A)    during the Non-Compete Period, hire any executive
                              who is employed by About or any of its
                              subsidiaries on the date of this Letter or

                       (B)    through the second anniversary of the date of this
                              Letter, hire any executive who left the employment
                              of About or any of its subsidiaries between
                              February 27, 2001 and the date of this Letter;
                              provided that in the event such person served as a
                              financial executive of About, such non-hiring
                              period shall expire on the first anniversary of
                              the date of this Letter.

           f. No provision of this Section 9 shall prohibit you from continuing
              to serve on the board of directors of other business entities upon
              which Executive served during the Employment Term.

           g. It is expressly understood and agreed that although you, PRIMEDIA
              and About consider the restrictions contained in this Section 9 to
              be reasonable, if a final judicial determination is made by a
              court of competent jurisdiction that the time or territory or any
              other restriction contained in this Letter is an unenforceable
              restriction against you, the provisions of this Letter shall not
              be rendered void but shall be deemed amended to apply as to such
              maximum time and territory and to such maximum extent as such
              court may judicially determine or indicate to be enforceable.
              Alternatively, if any court of competent


              jurisdiction finds that any restriction contained in this Letter
              is unenforceable, and such restriction cannot be amended so as to
              make it enforceable, such finding shall not affect the
              enforceability of any of the other restrictions contained herein.

     10. You will not at any time (whether during or after your employment
         with About) disclose or use for your own benefit or purposes or the
         benefit or purposes of any other person, firm, partnership, joint
         venture, association, corporation or other business organization,
         entity or enterprise other than PRIMEDIA and any of its subsidiaries or
         affiliates including About, any trade secrets, information, data, or
         other confidential information relating to customers, development
         programs, costs, marketing, trading, investment, sales activities,
         promotion, credit and financial data, manufacturing processes,
         financing methods, plans, or the business and affairs of About
         generally, or of any subsidiary or affiliate of About; provided that
         the foregoing shall not apply to information which is not unique to
         About or which is known to the industry or the public other than as a
         result of your breach of this covenant. Except as required by law, you
         will not disclose to anyone, other than your immediate family and legal
         or financial advisors, the existence or contents of this Letter. You
         agree that upon the Date of Termination, you will return to About
         immediately all memoranda, books, papers, plans, information, letters
         and other data, and all copies thereof or therefrom, in any way
         relating to the business of About and its affiliates, except that you
         may retain personal notes, notebooks and diaries that do not contain
         confidential information of the type described in the preceding
         sentence. You further agree that you will not retain or use for your
         account at any time any trade names, trademark or other proprietary
         business designation used or owned in connection with the business of
         About or its affiliates.

     11. You acknowledge and agree that remedies at law for a breach of any of
         the provisions of Sections 9 and 10 of this Letter would be inadequate
         and, in recognition of this fact, agree that, in the event of such a
         breach, in addition to any remedies at law, PRIMEDIA or About, without
         posting any bond, may obtain equitable relief in the form of specific
         performance, temporary restraining order, temporary or permanent
         injunction or any other equitable remedy which may then be available.

     12. You, PRIMEDIA and About agree that the press release in the form
         attached hereto as Exhibit A, will be released by PRIMEDIA as soon as
         practicable following the execution of this Letter by the parties. You,
         PRIMEDIA and About acknowledge and agree that such press release is the
         press release referred to in the Mutual Release and Non-Disparagement
         Agreement, attached hereto as Exhibit B, and being executed by the
         parties concurrently with the execution of this Letter.

     13. You, PRIMEDIA and About agree to execute, concurrently with the
         execution of this Letter, the Mutual Release and Non-Disparagement
         Agreement, attached hereto as Exhibit B and on the Termination Date to
         execute the Mutual Release attached hereto as Exhibit C. You, PRIMEDIA
         and About agree that this Letter supersedes any other letters, e-mails
         or other documents between or among the parties with respect to the
         subjects hereof, including your September 6, 2001 letter to Tom Rogers
         and the e-mail to you from Beverly Chell sent September 9, 2001.

     14. Terms capitalized in this Letter and not specifically defined herein
         shall have the definitions thereof in the Agreement apply.

     15. The provisions of Sections 13 (a), (b), (c), (d), (f), (g), (j) (k) and
         (l) are incorporated in this Letter by reference to the Agreement, as
         if specifically set forth herein in full, and shall apply to the
         provisions of this Letter.


         Please indicate your agreement with the terms and provisions of this
Letter by executing a copy hereof in the space indicated below and returning it
by fax or in person delivery to me.

                                                               Very truly yours,

PRIMEDIA Inc.                                             Agreed to and accepted

By /s/ Beverly C. Chell                                 By /s/ Scott Kurnit
  -----------------------                                 ----------------------
  Vice Chairman                                            Scott Kurnit, Inc.

By /s/ Beverly C. Chell
    Vice Chairman