EXHIBIT 10.3
PRIMEDIA INC.
1992 STOCK PURCHASE AND OPTION
PLAN
NONQUALIFIED STOCK OPTION AGREEMENT FOR
NON-EMPLOYEE DIRECTORS
No. of Shares subject to
Nonqualified Stock Option: ___
THIS NONQUALIFIED STOCK OPTION AGREEMENT FOR
NON-EMPLOYEE DIRECTORS (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. 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 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 10 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
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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 .
Except as provided herein, this Option is nontransferable and
during the Participant's lifetime, only the Participant may
exercise this Option. This Option may be transferred by will or the
laws of descent and distribution and, notwithstanding the
foregoing, during the Participant's lifetime, may be transferred by
the Participant to the Participant's “family members”
(as such term is defined in the General Instructions to the Form
S-8 Registration Statement Under the Securities Act of 1933), on
such terms and conditions as the Committee may provide. Any such
transfer will be permitted only if (i) the Participant does not
receive any consideration for the transfer and (ii) the Committee
expressly approves the transfer. Any transferee to whom this Option
is transferred shall be bound by the same terms and conditions that
govern this Option; provided, however, that the transferee may not
transfer this Option except by will or the laws of descent and
distribution. 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 serving as a director on the Board of
Directors of 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 t
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