EXHIBIT 10.1
PRIMEDIA INC.
1992 STOCK PURCHASE AND OPTION PLAN
RESTRICTED STOCK AWARD AGREEMENT FOR
EMPLOYEES
No. of Shares
of Restricted Stock: _______
THIS RESTRICTED STOCK AWARD AGREEMENT FOR EMPLOYEES
(this “Agreement”), dated as of the ______ day of June,
2008, between PRIMEDIA Inc.
, a Delaware corporation (the
“Corporation”), and __________________________________
(the “Participant”), is made pursuant and subject to
the provisions of the Corporation’s 1992 Stock Purchase and
Option Plan, as amended (the “Plan”). All terms used
herein that are defined in the Plan have the same meaning given
them in the Plan.
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1.
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Grant of Restricted Stock . Pursuant to the Plan, the Corporation, on June __, 2008 (the
“Date of Grant”), granted to the Participant, subject
to the terms and conditions of the Plan and subject further to the
terms and conditions set forth herein, an award of
_________________ shares of the common stock, par value $0.01 per
share (“Common Stock”). This award hereinafter is
referred to as the “Restricted Stock.”
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2.
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Restrictions . Except
as otherwise provided in this Agreement, the shares of Restricted
Stock are nontransferable and subject to a substantial risk of
forfeiture.
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3.
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Shareholder Rights .
Before the shares of Restricted Stock become transferable and
nonforfeitable (“Vested”), the Participant will not
have any of the rights of a holder of Common Stock in the shares of
Restricted Stock, including without limitation, the right to vote
the shares of Restricted Stock and to receive dividends and
distributions thereon. During the period before the Restricted
Stock becomes Vested, the Participant may not sell, transfer,
pledge, exchange, hypothecate or otherwise dispose of shares of
Restricted Stock, which shall remain subject to a substantial risk
of forfeiture and nontransferable as described in this
Agreement.
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4.
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Vesting . The
Participant’s interest in the shares of Restricted Stock
shall become Vested as set forth on Exhibit A attached hereto. If the
Participant ceases to be employed by the Corporation or any
Subsidiary for any reason (except as may be provided on
Exhibit A ), all shares
of Restricted Stock that are not then Vested shall be forfeited,
without any payment whatsoever to the Participant.
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5.
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Stock Power . With
respect to any shares of Restricted Stock forfeited under this
Agreement, the Participant does hereby irrevocably constitute and
appoint the Secretary of the Corporation or any successor Secretary
of the Corporation (the “Secretary”) as his or her
attorney to transfer the forfeited shares on the books of the
Corporation with full power of substitution in the premises. The
Secretary shall use the authority granted in this paragraph to
cancel any shares of Restricted Stock that are forfeited under this
Agreement.
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6.
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Additional Restrictions . Except as otherwise provided on Exhibit A , the Participant can only
become Vested in the shares of Restricted Stock during the
Participant’s lifetime. Neither this grant of Restricted
Stock nor the Participant’s right or interest in any shares
of Restricted Stock shall be liable for, or subject to, any lien,
obligation or liability of the Participant.
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7.
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Custody of Certificates . Until the shares of Restricted Stock become Vested, in lieu
of issuing certificates for such shares, the Corporation may
reflect on its books and records the issuance of the shares. If
stock certificates evidencing the shares of Restricted Stock are
issued before the Restricted Stock becomes Vested, the Corporation
shall retain custody of the stock certificates evidencing the
shares of Restricted Stock. Within ten (10) days after shares of
Restricted Stock become Vested, the Corporation will deliver to the
Participant the stock certificates evidencing the shares of
Restricted Stock that have become Vested.
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8.
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Agreement to Terms of the Plan and
Agreement . The Participant has received
a copy of the Plan, has read and understands the terms of the Plan
and this Agreement, and agrees to be bound by their terms and
conditions.
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9.
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Fractional Shares .
Fractional shares shall not be issuable hereunder, and when any
provision hereof may entitle the Participant to a fractional share,
such fractional share shall be rounded down to the nearest whole
share.
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10.
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Change in Capital Structure
. The terms of the Restricted Stock shall be
adjusted in accordance with the terms and conditions of the Plan as
the Committee determines is equitably required in the event the
Corporation effects one or more stock dividends or consolidations
of Common Stock, or engages in any reorganizations,
recapitalizations, spin-offs, mergers or other similar changes in
capitalization described in the Plan.
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11.
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Notice . Any notice or
other communication given pursuant to this Agreement, or in any way
with respect to the Restricted Stock, shall be in writing and shall
be personally delivered or mailed by United States registered or
certified mail, postage prepaid, return receipt requested, to the
following addresses:
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If to the Corporation:
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PRIMEDIA Inc.
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3585 Engineeri
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