EXHIBIT 10.2
PRIMEDIA INC.
1992 STOCK PURCHASE AND OPTION
PLAN
INCENTIVE STOCK OPTION AGREEMENT FOR
EMPLOYEES
No. of Shares subject to
Incentive Stock Option: ___
THIS INCENTIVE STOCK OPTION AGREEMENT FOR EMPLOYEES
(this “Agreement”), dated as of the ____ day of June,
2008, by and 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 (the “Plan”), a copy of which is attached
hereto. 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 Option .
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, the right and option (this
“Option”) to purchase from the Corporation all or any
part of an aggregate of __________ shares of the common stock of
the Corporation, $0.01 par value per share (the “Common
Stock”), at the exercise price of $___________ per share.
Such price per share is not less than the Fair Market Value of a
share of Common Stock on the Date of Grant (or, in the case of a
“ten percent shareholder” as described in Section
422(b)(6) of the Internal Revenue Code of 1986, as amended (the
“Code”), not less than 110 percent of the Fair Market
Value of a share of Common Stock on the Date of Grant). This Option
is intended to be treated as an “incentive stock
option” under Code Section 422, but only to the extent the
aggregate Fair Market Value (determined as of the Date of Grant) of
the shares for which this Option (and all other options of the
Participant that are intended to be incentive stock options whether
granted under the Plan or any other plan of the Corporation or any
of its Subsidiaries) becomes exercisable for the first time in any
calendar year does not exceed One Hundred Thousand Dollars
($100,000). If that limitation is exceeded, the Option may be
exercised for the excess number of shares of Common Stock as a
nonqualified stock option. The Corporation shall not be liable to
the Participant if the Internal Revenue Service or any court or
other authority having jurisdiction over such matters determines
for any reason whatsoever that this Option or any portion thereof
does not qualify as an incentive stock option. This Option is
exercisable as hereinafter provided.
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2.
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Terms and Conditions .
This Option is subject to the following terms and
conditions:
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(a)
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Expiration Date . This
Option shall expire at 11:59 p.m. on December 31, 2013 (the
“Expiration Date”) or such earlier time as set forth in
paragraphs 3, 4 or 5 of this Agreement.
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(b)
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Exercise of Option .
Except as provided in the Plan and in paragraphs 3, 4 or 5 of this
Agreement, this Option shall become exercisable at the time or
times set forth
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on Exhibit A
attached hereto. Once this Option has become
exercisable, it shall continue to be exercisable until the earlier
of the termination of the Participant’s rights hereunder
pursuant to paragraphs 3, 4 or 5 of this Agreement or until the
Expiration Date. A partial exercise of this Option shall not affect
the Participant’s right to exercise the Option with respect
to the remaining shares of Common Stock subject to the Option,
subject to the conditions of the Plan and this
Agreement.
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(c)
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Method of Exercise and Payment for
Shares . This Option shall be exercised
by delivering written notice of exercise to the attention of the
Corporation’s General Counsel at the Corporation’s
address specified in paragraph 11 below. The exercise date shall be
the date of delivery of the notice of exercise. Such notice must be
accompanied by payment of the Option price in full. The Participant
may pay part or all of the Option price (i) in cash, (ii) by check,
bank draft or money order payable to the Corporation, (iii) if
approved by the Committee, by surrendering (actually or by
attestation) shares of Common Stock to the Corporation that the
Participant already owns and to the extent necessary to avoid
adverse accounting treatment, has either held for at least six
months or acquired on the open market, (iv) if approved by the
Committee, by a cashless exercise through a broker, (v) if approved
by the Committee, by having shares of Common Stock withheld by the
Corporation from the shares otherwise to be received or (vi) by any
combination of the aforementioned methods of payment. If shares of
Common Stock are used to pay part or all of the Option price, the
sum of the cash and cash equivalent and the Fair Market Value
(determined as of the day preceding the date of exercise) of the
shares of Common Stock surrendered must not be less than the Option
price of the shares of Common Stock for which the Option is being
exercised.
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(d)
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Transferability . This
Option is nontransferable, except by will or the laws of descent
and distribution. During the Participant's lifetime, only the
Participant may exercise this Option. No right or interest of the
Participant in this Option shall be liable for, or subject to, any
lien, obligation or liability of the Participant.
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3.
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Exercise in the Event of Death
. This Option shall be exercisable for all or part
of the number of shares of Common Stock that the Participant is
entitled to purchase pursuant to paragraph 2(b) as of the date of
the Participant’s death, reduced by the number of shares for
which the Participant previously exercised the Option, in the event
the Participant dies while employed by the Corporation or any
Subsidiary and prior to the Expiration Date and the termination of
the Participant’s rights under paragraphs 4 or 5 of this
Agreement. In that event, this Option may be exercised by the
Participant’s estate, or the person or persons to whom the
Participant’s rights under this Option shall pass by will or
the laws of descent and distribution, for the remainder of the
period preceding the Expiration Date or within one year of the date
the Participant dies, whichever period is shorter.
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4.
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Exercise in the Event of Disability
. This Option shall be exercisable for all or part
of the number of shares of Common Stock that the Participant is
entitled to purchase pursuant to paragraph 2(b) as of the date
the
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