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PRM > SEC Filings for PRM > Form 8-K on 27-Mar-2009All Recent SEC Filings

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Form 8-K for PRIMEDIA INC


27-Mar-2009

Change in Directors or Principal Officers


Item 5.02(e) Departure of Directors or Certain Officer; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On March 25, 2009, the Compensation Committee (the "Committee") of the Board of Directors of PRIMEDIA Inc. (the "Company") approved supplemental, performance-based grants of restricted stock and cash awards under the Company's 1992 Stock Purchase and Option Plan, as amended (the "Plan"), to certain members of the Company's management, including the following named executive officers:

                                 Target Shares Available Target Cash Available to
                                  to be Earned for 2009     be Earned for 2009
Name and Title                        (# of shares)                ($)
Dean Nelson                              20,000                  109,200
Chairman
Charles Stubbs
President and Chief Executive            43,971                  240,082
Officer
Arlene Mayfield
Senior Vice President and                10,000                   54,600
President, Apartment Guide
Kim Payne
Senior Vice President and                 5,000                   27,300
Chief Financial Officer

The extent to which these restricted stock and cash awards vest, if at all, is contingent upon the extent to which the Company achieves the applicable target EBITDA (as defined under the Company's Executive Incentive Compensation Plan, an annual, performance-based cash incentive program) for the 2009 fiscal year:

• If the Company's actual EBITDA for 2009 does not meet or exceed 90% of the target EBITDA for such year, then these restricted stock and cash awards are forfeited.

• If the Company's actual EBITDA for 2009 is at least 90% of the target EBITDA for such year but is less than 100% of the target EBITDA for such year, then the shares of restricted stock shall become vested with respect to the target number of shares, and the cash award shall become vested with respect to the target amount of cash, multiplied by the percentage that equals the sum of (i) 50% plus (ii) the product of that percentage determined by dividing the amount of EBITDA that exceeds 90% of targeted EBITDA by 10% of targeted EBITDA for the year multiplied by 50%.

• If the Company's actual EBITDA for 2009 meets or exceeds 100% of the target EBITDA for such year, then 100% of these restricted stock and cash awards will vest.


Also on March 25, 2009, the Committee approved an additional grant of 131,913 shares of restricted stock under the Plan, together with a target cash bonus equal to $240,082, to Charles Stubbs, the Company's Chief Executive Officer. This grant shall become vested as to 100% of the shares of restricted stock and 100% of the cash bonus on December 31, 2012, so long as Mr. Stubbs remains employed by the Company through such date, or earlier upon the termination of Mr. Stubbs' employment due to his death or Disability or for Good Reason by Mr. Stubbs (as such terms are defined in the Employment Agreement between the Company and Mr. Stubbs, a copy of which was previously filed with the Securities and Exchange Commission as Exhibit 99.2 to the Company's Form 8-K dated April 21, 2008).


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