FIRST AMENDMENT TO THE READERS DIGEST ASSOCIATION, INC.
Exhibit 10.1
FIRST AMENDMENT TO
THE READERS DIGEST ASSOCIATION, INC.
2001 INCOME CONTINUATION PLAN
FOR SENIOR MANAGEMENT
This First Amendment (the First Amendment) to The Readers Digest Association, Inc. 2001 Income Continuation Plan for Senior Management (the Plan), is made this 15th day of November, 2006, by The Readers Digest Association, Inc. (the Company), to be effective as specified herein.
WITNESSETH:
WHEREAS, the Company sponsors and maintains the Plan for the benefit of certain officers and key employees of the Company;
WHEREAS, pursuant to Section 3.2 of the Plan, the Board of Directors of the Company (the Board) has the authority to amend the Plan;
WHEREAS, the Company wishes to amend the Plan in order to facilitate the merger of the Company with [Doctor Acquisition Co., a Delaware corporation] (Parent) and a wholly owned subsidiary of Parent (Sub), pursuant to the Agreement and Plan of Merger among Parent, Sub and the Company, dated as of November 16, 2006 (the Merger Agreement); and
WHEREAS, pursuant to the Merger Agreement, at the Effective Time (as defined in the Merger Agreement) Sub will merge with and into the Company, the capital stock of the Company will be converted into the right to receive cash and following the Effective Time, the separate corporate existence of Sub will cease, and the Company will continue as the surviving company;
NOW THEREFORE, the Company hereby adopts this First Amendment to the Plan effective as of November 15, 2006. In the event of a conflict between a provision of the Plan that is changed by this First Amendment and a provision that is not changed by this First Amendment, the provisions changed by this First Amendment shall govern and control. Unless otherwise defined herein, words and phrases used herein with initial capital letters shall have the meaning ascribed to such words and phrases in the Plan.
A. A new Article 4A is hereby added as follows:
ARTICLE IV - A
Treatment of Performance-Based
Awards Upon a Change in Control
Notwithstanding anything in the Plan to the contrary, in the event of a Change in Control of the Company, and except as otherwise provided in the terms and conditions of a participants performance-based restricted stock unit award for the fiscal 20072009 Performance Period (as such term is defined in such terms and conditions) under the Companys 2005 Key Employee Long Term Executive Plan, the participants outstanding performance share awards, performance-based
restricted stock unit awards and similar long-term incentive awards previously granted to the participant prior to the Change in Control under the KELTIP or under a similar plan maintained by the Company (Performance Awards) shall immediately vest upon the Change in Control in the participant and such Performance Awards shall be paid out in cash based upon a deemed percentage earn-out of such Performance Awards at the greater of (a) the participants target award for such Performance Awards, and (b) the average of the Companys three (3) highest percentages of Performance Awards earned by the participant, whether received by the participant or deferred, during the five-year period immediately preceding the Companys fiscal year in which the Change in Control occurs, to be paid in a lump sum within ten (10) days following the effective date of the Change in Control; provided, however, that in computing such payment, in the event that the participant was not employed by the Company (or a successor to the Company) for the entire five-year period preceding the Companys fiscal year in which the Change in Control occurs, only the years during which the participant was employed by the Company shall be considered for the purposes of determining the averages in clause (b) above.
B. Except as specifically amended herein, the Plan shall remain unchanged, and as amended herein, shall continue in full force and effect until the earlier of the expiration of the term of the Plan or termination of the Plan by the Company.
IN WITNESS WHEREOF, the Company has caused this First Amendment to be executed by an officer pursuant to the authority of its Board of Directors, as of the day and year first written above.
THE READERS DIGEST ASSOCIATION, INC. | ||
/s/ Lisa A. Cribari | ||
By: | Lisa A. Cribari | |
Title: | Vice President, Global Human Resources |
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