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Sample Business Contracts

Severance Agreement - Reader's Digest Association Inc. and Eric W. Schrier

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                     THE READER'S DIGEST ASSOCIATION, INC.
                              READER'S DIGEST ROAD
                          PLEASANTVILLE, NY 10570-7000



                                                April 23, 2001
Eric W. Schrier
The Reader's Digest Association, Inc.
Reader's Digest Road
Pleasantville, NY  10570

Dear Eric:

This letter (the "Agreement") serves to confirm those payments and benefits that
you will receive, subject to and in accordance with the terms and conditions of
this Agreement in connection with a termination of your employment with The
Reader's Digest Association, Inc. (the "Company").

1.    Termination of Employment

1.1   The Company may terminate your employment at any time, with or without
      stated reason. You shall receive the benefits provided hereunder upon one
      of the following terminations (each, a "Qualifying Termination"): (a) the
      termination of your employment by you for Good Reason (as defined in
      Section 1.2), or (b) the termination of your employment by the Company,
      unless such termination is for Cause (as defined in Section 2.4) or as a
      result of Total Disability (as defined in the Company's Long-Term
      Disability Plan) or death. Any termination by you shall be communicated by
      written notice indicating the termination provision in this Agreement
      relied upon, if any, and the date of termination; provided that the date
      of termination shall in no event be earlier than ten (10) business days
      after the date on which such notice of termination is effective pursuant
      to Section 14.1 hereof (the "Date of Termination").

1.2   For purposes of this Agreement, "Good Reason" shall mean the occurrence of
      either of the following without your express written consent:

        (a)       a  reduction  by the  Company in your  annual base salary or
                  your annual  target bonus  opportunity  under the  Company's
                  Management  Incentive  Compensation  Plan  or the  Company's
                  Senior  Management  Incentive Plan, as applicable  (each, as
                  applicable,  the "Annual Incentive Plan"), each as in effect
                  on the date of this  Agreement  or as each may be  increased
                  from  time to time,  unless  such  reduction  is part of and
                  consistent  with  a  management-wide  or  Company-wide  cost
                  cutting  program,  and then only if the  percentage  of your
                  reduction  is no greater  than that of the other  management
                  personnel; or

        (b)       a relocation to an office located anywhere other than within
                  seventy-five (75) miles of your current primary office, except
                  for required travel on Company business to an extent
                  substantially consistent with your then current business
                  travel obligations.

      Mandatory retirement under the Company's retirement policies shall not
      constitute a termination for Good Reason hereunder.

1.3   Any termination of your employment by you for Good Reason shall be made
      within ninety (90) days after your knowledge of the occurrence of the
      event constituting Good Reason.

2.    Compensation Upon Termination

2.1   If your employment shall be terminated pursuant to a Qualifying
      Termination, you shall receive the following payments and benefits for the
      one-year period following the Date of Termination, if your grade level is
      19 or 20 (or the equivalent) as of your Date of Termination, and for the
      two-year period following the Date of Termination, if your grade level is
      21 or above (or the equivalent) as of your Date of Termination (in each
      case, such period, as applicable, shall be referred to as the "Severance
      Period"):

        (a)       your  highest  annual  base  salary  in  effect  at any time
                  during the 12-month period  immediately prior to the Date of
                  Termination, plus

        (b)       the higher of the following:

                (i)     the highest amount paid to you under the Annual
                        Incentive Plan, during the three (3) plan years most
                        recently ended prior to the Date of Termination; or

                (ii)    your annual target bonus award, if any, under the Annual
                        Incentive Plan for the fiscal year in which the Date of
                        Termination occurs.

            The aggregate amount of severance payable under this Section 2.1
            shall be paid in equal installments on a bi-weekly basis, commencing
            upon the Date of Termination.

2.2   If your employment shall be terminated pursuant to a Qualifying
      Termination, the Company shall maintain in full force and effect, for your
      continued benefit for the Severance Period, all medical, dental and group
      life insurance plans in which you participated immediately prior to the
      Date of Termination, provided that your continued participation is
      permissible under the general terms and conditions of such welfare plans,
      and that you continue to make all required employee contributions under
      each such plan; provided, that any amendment or termination of such plans
      during the Severance Period with respect to the active employees may, in
      the Company's discretion, modify your continued benefit under such plans.
      In the event that your participation in any such welfare plan is barred or
      in the event that your participation in any such plan would have adverse
      consequences for you, the Company shall provide you with benefits
      substantially similar to those which you would have been entitled to
      receive under such welfare plans had your participation not been barred or
      had you not potentially suffered such adverse consequences. The continued
      coverage under this Section 2.2 shall apply to each of your eligible
      dependents who are participating in such welfare plans as of the Date of
      Termination, unless such dependents cease to remain eligible. Benefits
      under this Section 2.2 shall cease if and to the extent, by virtue of your
      employment with another employer, you become eligible under another
      employer's plan or plans for medical, dental or group life insurance
      benefits, as the case may be. Your eligibility for "COBRA" continuation
      coverage under Section 4980B of the Internal Revenue Code of 1986, as
      amended (the "Code") shall commence immediately following the end of the
      Severance Period or upon the cessation of your medical benefits from the
      Company pursuant to the preceding sentence, as applicable.

2.3   If your  employment  shall be terminated  pursuant to a Qualifying
      Termination,  then you shall receive a lump sum payment  within ten (10)
      business days following the Date of Termination  equal to the product of
      (a) your  annual  target bonus for the fiscal year in which your Date of
      Termination  occurs and (b) a  fraction,  the  numerator of which is the
      number  of days in the  fiscal  year in which  the  Date of  Termination
      occurs through the Date of Termination  and the  denominator of which is
      365.

2.4   If your employment shall be terminated for Cause, the Company shall pay
      you your base salary earned through the Date of Termination, and the
      Company shall have no further obligations to you under this Agreement. In
      addition, if your employment shall be terminated for Cause and you are a
      participant in The Reader's Digest Association, Inc. Executive Cash
      Balance Plan (the "Executive Cash Balance Plan") immediately prior to your
      Date of Termination, you will not be entitled to and will forfeit any
      benefits under Executive Cash Balance Plan. For purposes of this
      Agreement, "Cause" shall mean termination of your employment occurring by
      reason of your:

        (a)      embezzlement;

        (b)      chronic unexcused absence;

        (c)      proven dishonesty;

        (d)      fraud;

        (e)      conviction  of, or plea of guilty or nolo  contendere  to, a
                 felony or another charge involving moral turpitude;

        (f)       improper communication of confidential  information obtained
                  in the course of employment; or

        (g)       material  violation  of  Company  rules,  including  but not
                  limited   to  a   material   violation   of  the   Company's
                  Proprietary  and  Confidential   Information   Policy  or  a
                  material  violation  of the  Company's  Ethical,  Legal  and
                  Business  Conduct  Policies  or an action  that  would  have
                  constituted a material  violation of such Policy or Ethical,
                  Legal and Business  Conduct Policies if you had continued to
                  be employed by the Company.

      The determination of whether Cause has occurred shall be solely in the
      discretion of the Company's Chief Executive Officer, with the advice of
      the Company's Senior Vice President, Human Resources and the Company's
      General Counsel.

3.    Long-Term Incentive Plan Benefits

3.1   If your employment shall be terminated pursuant to a Qualifying
      Termination, you shall have the right to exercise your outstanding stock
      options and stock appreciation rights under the Company's 1989 and 1994
      Key Employee Long Term Incentive Plans or any successor plans (the "Long
      Term Incentive Plans") to the extent they are exercisable as of the Date
      of Termination. Such stock options and stock appreciation rights shall
      remain exercisable following the Date of Termination pursuant to the terms
      of the applicable Long Term Incentive Plan and award agreement.

3.2   If your employment shall be terminated pursuant to a Qualifying
      Termination, your outstanding awards (other than stock options and stock
      appreciation rights) under the Long Term Incentive Plans shall vest or be
      forfeited (and be payable, if not forfeited) upon or following the Date of
      Termination in accordance with the terms of the applicable Long Term
      Incentive Plan and award agreement.

4.    Pension Benefits and Retiree Medical Benefits

4.1   The provisions of this Section 4 shall govern your benefits under any of
      the Nonqualified Plans (as defined in the next sentence) in which you are
      a participant immediately before a Qualifying Termination of your
      employment, notwithstanding any provision to the contrary in the
      Nonqualified Plans. The "Nonqualified Plans" means The Readers Digest
      Association, Inc. Executive Retirement Plan (the "Executive Retirement
      Plan"), The Reader's Digest Association, Inc. Executive Cash Balance Plan
      (the "Executive Cash Balance Plan") and the Excess Benefit Retirement Plan
      of The Reader's Digest Association, Inc. (the "Excess Cash Balance Plan").

4.2   If your employment shall be terminated pursuant to a Qualifying
      Termination and you are a participant in the Executive Retirement Plan
      immediately before the Qualifying Termination, you shall be treated, for
      purposes of eligibility for and vesting of benefits (but not for purposes
      of benefit accrual) under the Executive Retirement Plan, as if you had
      remained an active employee during the Severance Period; however, if you
      meet the early retirement conditions under Section 4.2 of the Executive
      Retirement Plan, but do not receive the consent of the Compensation
      Committee of the Board, your accrued Normal Retirement Benefit (as defined
      in the Executive Retirement Plan) shall vest in full.

4.3   If your employment shall be terminated pursuant to a Qualifying
      Termination and you are a participant in the Excess Cash Balance Plan
      immediately before the Qualifying Termination, your benefit under the
      Excess Cash Balance Plan shall be adjusted so that your combined benefits
      under the Excess Cash Balance Plan and The Reader's Digest Association,
      Inc. Retirement Plan (the "Qualified Retirement Plan") are equal to the
      benefits to which you would have been entitled if, for purposes of
      eligibility for and vesting of benefits (but not for purposes of benefit
      accrual), you were treated as if you had remained an active employee of
      the Company during the Severance Period.

4.4   Notwithstanding the foregoing, if your employment shall be terminated
      pursuant to a Qualifying Termination and you are then entitled to any
      retirement benefits under any of the Nonqualified Plans, the Company shall
      have the right, in its sole discretion, to pay you such benefits in a
      single lump sum cash payment within ten (10) days after the end of your
      Severance Period, such lump sum amount to be calculated using the
      actuarial assumptions specified in the second paragraph of the definition
      of "Equivalent Actuarial Value" under the Qualified Retirement Plan, as in
      effect at the time of the calculation.

4.5   Except as specifically provided above, the time and form of payment of any
      retirement benefits to which you may be entitled under any Nonqualified
      Plan shall be as provided in such Nonqualified Plan; provided that if your
      employment shall be terminated pursuant to a Qualifying Termination, in no
      event shall any such benefits be payable to you during the Severance
      Period.

4.6   If your employment shall be terminated pursuant to a Qualifying
      Termination and you are a participant in the Executive Retirement Plan
      immediately before the Qualifying Termination you shall be treated, for
      purposes of eligibility for any retiree medical benefits under the
      Executive Retirement Plan, as if you had remained an active employee of
      the Company during the Severance Period. In the event that your
      participation in such retiree medical plan is barred, or if your
      participation in such plan would have adverse consequences for you, the
      Company shall provide you with benefits substantially similar to those
      which you would have been entitled to receive under such retiree medical
      plan had your participation not been barred or had you not suffered such
      adverse consequences.

5.    If your employment shall be terminated pursuant to a Qualifying
      Termination, you shall be entitled to outplacement counseling services at
      the Company's sole expense commensurate with your position as customarily
      provided by the Company.

6.    Other Severance Arrangements

6.1   This Agreement constitutes the entire contract between the parties
      relating to the subject matter hereof and supersedes any and all prior
      agreements or understandings, written or oral, regarding the subject
      matter hereof, including the termination agreement entered into between
      you and the Company, dated as of January 24, 2000 (the "Prior Termination
      Agreement"). You hereby acknowledge and agree that you have been selected
      as a participant in the Company's 2001 Income Continuation Plan for Senior
      Management (the "Income Continuation Plan") in consideration for the
      relinquishment of your rights under the Prior Termination Agreement and
      the replacement of the Prior Termination Agreement with this Agreement and
      the relinquishment of your rights under the Company's Income Continuation
      Plan for Senior Management.

6.2   Severance payments and benefits hereunder shall be in lieu of other
      severance or termination payments and benefits under any other severance
      plan, policy, agreement or arrangement of the Company or its affiliates or
      under any individual agreement, other than the 2001 Income Continuation
      Plan or Income Continuation Plan, in each case, if applicable. Any
      severance payments and benefits under this Agreement shall be reduced by
      the amount of any payments and benefits payable to you under the Income
      Continuation Plan.

7.    The payment of any amounts or benefits under this Agreement are expressly
      conditioned on the receipt by the Company from you of a duly executed
      General Waiver and Release of Claims in the form satisfactory to the
      Company, the repayment by you of any outstanding advances or loans due the
      Company and the return by you of all Company property.

8.    Any reference to a specific policy, plan or program in this Agreement
      shall be deemed to include any similar policy, plan or program of the
      Company then in effect that is the predecessor of, the successor to, or
      the replacement for, such specific policy, plan or program.

9.    The Company may withhold from any benefits payable under this Agreement
      all federal, state, local or other applicable taxes as shall be required
      pursuant to any law or governmental regulation or ruling.

10.   In the event of your death while any amounts are still payable to you
      under this Agreement, the Company shall pay all such unpaid amounts to
      your designated beneficiary or, if none has been designated, to your
      estate.

11.   You acknowledge that (a) prior to executing this Agreement, you had an
      opportunity to consult with an attorney of your choosing and review this
      Agreement with such counsel, (b) you are executing this Agreement
      knowingly and voluntarily and (c) you understand all of the terms set
      forth herein.

12.   In the event the Company  terminates your employment for Cause and
      you  dispute  the  Company's  right to do so or you  claim  that you are
      entitled to terminate  your  employment  for Good Reason and the Company
      disputes  your  right to do so,  a  mediator  acceptable  to you and the
      Company will be  appointed  within ten (10) days to assist in reaching a
      mutually satisfactory resolution,  but will have no authority to issue a
      binding  decision.  Such mediation  must be concluded  within sixty (60)
      days of the  Date of  Termination  or  claim  to  termination  for  Good
      Reason.  You agree  that you will not  institute  any  legal  proceeding
      relating to the matter until the conclusion of such mediation.

13.   Acts Detrimental to the Company

13.1  You agree  that you will not  engage in any  Detrimental  Activity
      during the Severance Period.

        (a)       For purposes of this Agreement,  Detrimental  Activity shall
                  mean:  (i) the  disclosure to anyone  outside the Company or
                  its  affiliates,  or the use in other than the  Company's or
                  its  affiliate's  business,  without  written  authorization
                  from  the  Company,  of  any  confidential   information  or
                  proprietary  information,  relating  to the  business of the
                  Company   or  its   affiliates,   acquired   by  you  during
                  employment  with  the  Company  or  its   affiliates;   (ii)
                  activity  while  employed  that  results,  or if known could
                  result,   in   termination  of  your   employment   that  is
                  classified  by the  Company  as a  termination  for Cause as
                  provided in Section 2.4 above;  (iii) any attempt,  directly
                  or   indirectly,   to  solicit,   induce  or  hire  (or  the
                  identification  for  solicitation,  inducement  or hire) any
                  non-clerical  employee of the Company or its  affiliates  to
                  be  employed  by, or to  perform  services  for,  you or any
                  person or entity with which you are  associated  (including,
                  but not limited to, due to your  employment by,  consultancy
                  for, equity interest in, or creditor  relationship with such
                  person or  entity)  or any  person or entity  from which you
                  receive direct or indirect  compensation or fees as a result
                  of  such   solicitation,   inducement   or   hire   (or  the
                  identification   for   solicitation,   inducement  or  hire)
                  without,  in  all  cases,  written  authorization  from  the
                  Company;  (iv)  any  attempt,  directly  or  indirectly,  to
                  solicit in a competitive  manner any current or  prospective
                  customer  (other than the ultimate  consumer) or  advertiser
                  of the  Company  or its  affiliates  without,  in all cases,
                  written   authorization   from   the   Company;   (v)   your
                  Disparagement  (as defined  below),  or inducement of others
                  to do so, of the  Company  or its  affiliates  or their past
                  and present  officers,  directors,  employees  or  products;
                  (vi) without  written  authorization  from the Company,  the
                  rendering  of services  for any  organization,  or engaging,
                  directly  or   indirectly,   in  any   business,   which  is
                  competitive  with the  Company or its  affiliates,  or which
                  organization  or business,  or the  rendering of services to
                  such organization or business,  is otherwise  prejudicial to
                  or in  conflict  with the  interests  of the  Company or its
                  affiliates,  provided,  however, that the only organizations
                  and  businesses  which  shall be covered by this  subsection
                  (vi)  shall be those  set forth on  Exhibit A hereto  (which
                  list may be changed or  expanded  by the Company at any time
                  on 90 days' written  notice to you which notice shall become
                  effective  90 days after the giving of such  notice,  if you
                  are  then   employed  by  the  Company  or  any   Designated
                  Subsidiaries  (as  defined  below));   or  (vii)  any  other
                  conduct  or act  determined  by the  Committee  in its  sole
                  discretion,  to be injurious,  detrimental or prejudicial to
                  any  interest  of  the  Company  or  its   affiliates.   For
                  purposes of subparagraphs  (i), (iii),  (iv) and (vi) above,
                  the  Chief   Executive   Officer,   the  most  senior  Human
                  Resources  officer and the most senior legal  officer of the
                  Company  shall  each  have  authority  to  provide  you with
                  written   authorization   to   engage   in  the   activities
                  contemplated   thereby  and  no  other   person  shall  have
                  authority to provide you with such authorization.

        (b)       "Disparagement"  includes,  without limitation,  comments or
                  statements to the press,  the  Company's or its  affiliates'
                  employees or any  individual or entity with whom the Company
                  or its  affiliates has a business  relationship  which would
                  adversely  affect  in any  manner:  (i) the  conduct  of the
                  business  of  the  Company  or  its  affiliates  (including,
                  without  limitation,  any  products  or  business  plans  or
                  prospects),  or (ii) the business  reputation of the Company
                  or its affiliates,  or any of their products,  or their past
                  or present officers, directors or employees.

        (c)       "Designated Subsidiary" shall mean one of such subsidiaries of
                  the Company, 80 percent or more of the voting capital stock of
                  which is owned, directly or indirectly, by the Company, which
                  are designated from time to time by the Board.

13.2  In the event you engage in a Detrimental Activity prior to, or during the
      one (1) year period following the payment of any amount hereunder, the
      Company shall be entitled to (a) not make any such payment otherwise
      required to be made hereunder following the Company's knowledge of your
      Detrimental Activity and (b) recover from you at any time within two (2)
      years after any payment made hereunder prior to the Company's knowledge of
      your Detrimental Activity, and you shall pay over to the Company, the full
      amount of any such payment made, and the Company shall be entitled to
      set-off against the amount of any such payment any amount owed to you by
      the Company or its affiliates. Furthermore, if you do not pay over to the
      Company within twenty (20) days of demand any payment hereunder, such
      amount shall thereafter bear interest at the maximum rate permitted by law
      and you shall be liable for all of the Company's costs of collection,
      including but not limited to, reasonable legal fees.

13.3  In addition, you agree that any breach or threatened breach of Section
      13.1 shall entitle the Company to apply for and to obtain injunctive
      relief, which shall be in addition to any and all other rights and
      remedies available to the Company at law or in equity.

13.4  All of your rights and benefits under this Agreement shall cease upon any
      breach by you of Section 13.1 of this Agreement.

14.   Miscellaneous

14.1  Notices and other communications provided for herein shall be in writing
      and shall be effective upon delivery addressed as follows:

      if to the Company:

            The Reader's Digest Association, Inc.
            Reader's Digest Road
            Pleasantville, NY  10570-7000
            Attention: Senior Vice President, Human Resources

      with a copy to:

            The Reader's Digest Association, Inc.
            Reader's Digest Road
            Pleasantville, NY  10570-7000
            Attention: General Counsel

      or if to you, at the address set forth above, or to such other address as
      to which either party shall give notice in accordance with the foregoing.

14.2  This Agreement shall be binding upon and shall inure to the benefit of the
      parties hereto and their respective successors and assigns; provided,
      however, that this Agreement may not be assigned by either party without
      the consent of the other party.

14.3  Any provision of this Agreement that is prohibited or unenforceable in any
      jurisdiction shall, as to such jurisdiction, be ineffective to the extent
      of such prohibition or unenforceability without invalidating the remaining
      provisions of this Agreement or affecting the validity or enforceability
      of such provision in any other jurisdiction.

14.4  This Agreement may be amended or modified only by a written agreement duly
      executed by both of the parties hereto.

14.5  This Agreement shall be governed by and interpreted in accordance with the
      laws of the State of New York applicable to contracts executed in and to
      be wholly performed within that State. The parties hereby agree and
      consent to exclusive jurisdiction of any dispute under this Agreement in
      the federal or state courts of Westchester County in New York State.

                                         Very truly yours,
                                         The Reader's Digest Association, Inc.


                                             By:
                                             Name:  Gary S. Rich
                                             Title: Senior Vice President,
                                                    Human Resources


Agreed to and accepted as of ________,
2001

    By:
    Name:  Eric W. Schrier
    Title: Senior Vice President,
           Editor-in-Chief


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