December 12, 2006
Mr. Gary S.
Rich
412 Lukes Wood
Road
Pound Ridge, NY
10576
Dear
Gary:
Some time ago,
you expressed your intent, due to personal reasons, to depart The
Reader’s Digest Association, Inc. (the “Company”)
and establish a consulting business focusing on executive coaching.
We subsequently discussed management’s strong desire that you
remain as President of QSP, Inc. (“QSP”). Following
these discussions, you have expressed your willingness to continue
as President of QSP and remain employed by the Company for a period
of time that would ensure a smooth leadership transition, assist
the Company in its succession planning and guide QSP during this
time, subject to and in accordance with the following:
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1.
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You will
continue in the employ of the Company, and subject to paragraph 11
below, the Company agrees to employ you, from the Effective Date
(as defined in Paragraph 12 of this Letter Agreement) through and
including January 19, 2007 (the “Date of Separation”).
Your employment with the Company will cease as of the Date of
Separation. From the Effective Date to the Date of Separation, you
will continue to receive your current base salary and will continue
to participate in and receive benefits under all other health and
welfare benefit plans and policies generally applicable to
employees of the Company, including the plans and policies in which
you currently participate (except as otherwise specifically
provided herein), subject to and in accordance with applicable
plans and policies, as in effect from time to time.
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2.
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From the
Effective Date to the Date of Separation, you will continue to
report to the Company’s Chief Executive Officer. The Company
intends to announce the change in QSP leadership on or around
December 8, 2006. After that announcement, you will be available,
as needed, and you will prepare for and attend the QSP sales
meeting in Dallas, Texas from January 3-January 7, 2007. In
addition, you will assist the Company’s Chief Executive
Officer (or his designee) in the transition of QSP’s
leadership, as requested. Should the Company request at any time
after the Effective Date and prior to your Date of Separation, you
will resign your offices with QSP and its subsidiaries and
affiliates and you will remain an employee of the Company
performing such other duties relating to QSP’s businesses as
requested by the Company’s Chief Executive Officer. Such
resignation will not
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