Option Extension Agreement - PRIMEDIA Inc. and Charles G. McCurdy
OPTION EXTENSION AGREEMENT
WITNESSETH:
This Agreement dated 7th day of April, 2001, is made between PRIMEDIA
Inc. a Delaware corporation (the "Company"), and Charles G. McCurdy, an employee
of the Company (the "Optionee").
WHEREAS the Company wishes to extend the Optionee's previous grant of
options to purchase 1,400,000 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 one million (1,000,000) of
the options granted by the May 13, 1992 Option Agreements is
hereby extended for an additional 10-year period from the tenth
anniversary of the Grant Date as that term is defined in the May
13, 1992 Option Agreements, and the said options shall therefore
expire on May 13, 2012.
(b) The right of the Optionee to exercise four-hundred thousand
(400,000) of the options granted by the May 13, 1992 Option
Agreements is hereby extended for an additional 5-year period
from the tenth anniversary of the Grant Date as that term is
defined in the May 13, 1992 Option Agreements, and the said
options shall therefore expire on May 13, 2007.
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(c) Pursuant to the terms of the May 13, 1992 Option Agreements, all
of said options have been fully vested.
(d) Pursuant to the terms of the May 13, 1992 Option Agreements, the
exercise price of said options is $5.00.
(e) The Section 3.2 (c) of May 13, 1992 Option Agreements are amended
to read as follows: "(c) 45 days with respect to options expiring
prior to 2012 and 90 days with respect to options that expire in
2012, in each case, after termination of employment of the
Optionee for any reason other than death, Permanent Disability or
Retirement; or"
(f) 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/ Beverly C. Chell
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Title: Vice Chairman
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CHARLES G. McCURDY
/s/ Charles G. McCurdy
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Taxpayer Identification Number
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