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This EMPLOYMENT AGREEMENT ("Agreement") is
made and entered into as of the 17th day of November,
1999, among WRC MEDIA INC. (formerly named EAC II
INC.), a Delaware corporation (the "Company"), EAC
III L.L.C., a Delaware limited liability company
("EAC III"), JLC LEARNING CORPORATION, a Delaware
corporation ("JLC") and MARTIN E. KENNEY, JR., an
individual resident of the State of Pennsylvania (the
"Executive").
WHEREAS the Company wishes to employ Executive, and
Executive wishes to accept such employment, on the following terms and
conditions, effective as of the Closing Date (as defined in the Redemption,
Stock Purchase and Recapitalization Agreement dated as of August 13, 1999, as
amended, among PRIMEDIA Inc. a Delaware corporation and the Company (the
"Recapitalization Agreement"));
WHEREAS immediately after the Closing (as defined in the
Recapitalization Agreement), the Company will have four primary operating
subsidiaries: JLC Learning Corporation, The Weekly Reader Corporation,
American Guidance Services and World Almanac Reference.
NOW, THEREFORE, in consideration of the mutual covenants
contained herein and intending to be legally bound hereby, the parties hereby
agree as follows:
SECTION 1. EMPLOYMENT. The Company hereby employs
Executive and Executive accepts employment by the Company, on the terms and
conditions contained in this Agreement.
SECTION 2. TERM. The employment of Executive pursuant
hereto shall commence on the Closing Date and shall remain in effect until
December 31, 2002, unless terminated by Executive upon 90 days prior written
notice to the Company or by the Company upon 90 days prior written notice to
Executive. The period of time between the Closing and the termination of this
Agreement pursuant to its terms is herein referred to as the "Term".
SECTION 3. DUTIES AND EXTENT OF SERVICE. Executive shall
serve the Company as Chief Executive Officer or in such other position as may
be mutually agreed upon by Executive and the Company and shall perform such
services and duties for the Company as are customarily performed by an
executive in Executive's position at a business such as the Company's
business and as the Board of Directors of the Company (the "Board of
Directors") may assign or delegate to him from time to time as provided in
the By-laws of the Company. Executive shall devote his full business
knowledge, skill, time and effort exclusively to the performance of his
duties for the Company and the promotion of its interests. Executive's duties
hereunder shall be performed at such place or places as the interests, needs,
businesses or opportunities of the Company shall require. Executive shall
report to the Board of Directors of the Company.
SECTION 4. BASE SALARY. Executive shall be paid a base
salary (the "Base Salary") at a rate of $480,000 per annum (the "Initial
Salary") subject to annual review; PROVIDED, HOWEVER, that the Executive's
Base Salary shall not be reduced below the Initial Salary.
SECTION 5. ANNUAL BONUS. Executive shall receive an
annual bonus ("Bonus") of up to 156% of Base Salary, based on the achievement
of specific objectives to be established
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by the Board of Directors on an annual basis in connection with the
development of the Company's annual operating budget for earnings before
interest, depreciation, taxes and amortization and after deductions for any
annual bonus payments payable by the Company. The Bonus in respect of 1999
only will be tied to the 1999 Business Plan of JLC as previously adopted.
Executive shall receive a guaranteed bonus of $200,000 (the "Guaranteed
Bonus"). For achievement of 100%, 110%, 120%, 130%, 140% and 150% of budget,
an additional Bonus of $150,000, $175,000, $250,000, $375,000, $500,000 and
$650,000, respectively, will be paid to Executive. For subsequent years, it
is expected that the Bonus will be tied to the Company's annual operating
budget. All bonuses, except the Guaranteed Bonus, will be pro-rated for
partial year employment, if applicable. In addition, a transaction fee in the
amount of $375,000 will be paid to Executive by the Company upon Closing.
SECTION 6. FRINGE BENEFITS. Executive shall be entitled to
participate, to the extent eligible, in such medical, dental, disability, life
insurance, deferred compensation and other benefit plans (such as pension and
profit sharing plans) as the Company shall maintain for the benefit of employees
generally, on the terms and subject to the conditions set forth in such plans.
SECTION 7. EXPENSES. The Company shall reimburse Executive
promptly for all reasonable expenses incurred by Executive in accordance with
the Company's budget and policy in connection with his duties and
responsibilities hereunder, including, without limitation, expenses associated
with any relocation.
SECTION 8. EQUITY INVESTMENT. On the Closing Date Executive
will purchase a minimum of 16,128 shares of Common Stock, par value $0.01 per
share ("Common Stock") of the Company at a price of $18.60065 per share in cash
(the "Per Share Purchase Price"). Executive will enter into a shareholder
agreement containing customary terms and granting an irrevocable proxy to EAC
III to vote Executive's shares of Common Stock.
SECTION 9. STOCK OPTIONS. (a) BASE STOCK OPTIONS. Upon
the Closing, the Company shall grant Executive a nonqualified option to
purchase shares of Common Stock equal to the quotient obtained by dividing
$3.6 million by $18.60065, rounded downward to the next lowest whole number
of shares, at an exercise price of $18.60065 per share. Such option shall
vest 33% on the Closing Date, 33% on December 31, 2000 and the final 34% on
December 31, 2001; provided that such option shall terminate in its entirety
in the event that Executive's employment hereunder is terminated by the
Company for "Good Cause" (as defined in Section 13) and Executive shall have
no rights with respect to any portion thereof, whether or not vested. If
Executive's employment hereunder is terminated by the Company for any reason
other than "Good Cause" or by Executive for any reason then the foregoing
vesting schedule shall apply.
If a Change of Control (as defined below) occurs, the
option shall be deemed to have fully vested as of the date of such Change of
Control. "CHANGE OF CONTROL" shall mean the acquisition of direct or indirect
Control (as defined below) of the Company by any Person (other than EAC III,
SGC Partners II LLC ("SGC") or any of their Affiliates (as defined below)) or
group other than any group including EAC III or SGC or any of their
Affiliates. "Affiliate" means, with respect to any specified Person, any
other Person that directly or indirectly, through one or more intermediaries,
Controls, is Controlled by, or is under common Control with, such specified
Person. For purposes of this Section 9(a), "Control" (including, with
correlative meanings, the terms "Controlled by" and "under common Control
with"), as used with respect to any Person, means the direct or indirect
possession of the power to direct or cause the direction
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of the management or policies of such Person, whether through the ownership
of voting securities, by contract or otherwise. "Person" means any
individual, corporation, partnership, trust, association, limited liability
company, joint venture, joint-stock company or any other entity or
organization, including a government or governmental agency.
(b) BONUS STOCK OPTIONS. For achievement of 95%, 100%, 105%
and 110%, respectively, of the Company's EBITDA budget for 2000, the Company
shall grant Executive an additional nonqualified option to purchase shares of
Common Stock equal to the quotient obtained by dividing $100,000, $200,000,
$300,000 or $400,000, respectively, by $18.60065, rounded downward to the
next lowest whole number of shares, at an exercise price of $18.60065 per
share. Such option shall be fully vested at the time granted.
(c) IPO STOCK OPTIONS. In the event of an initial public
offering of the Common Stock, Executive shall participate in a public company
stock option plan commensurate with industry standards and the nature of the
Company's ownership and capital structure as of the closing of such offering.
(d) EXERCISE OF STOCK OPTIONS. The Executive may exercise
the vested portion of options granted pursuant to Sections 9(a) and (b) by
notifying the Company of the number of shares of Common Stock to be purchased
under such option and delivering with such notice an amount equal to the
aggregate exercise price for such number of shares in cash. Notwithstanding
the foregoing, Executive may notify the Company that Executive desires to
make a cashless exercise of such option with respect to a specified number of
shares of Common Stock, in which case such option shall be deemed exercised
with respect to such specified number of shares but Executive shall only be
entitled to receive a number of shares of Common Stock equal to the product
of (A) such specified number multiplied by (B) the quotient of (1) the
aggregate Fair Market Value of such specified number of shares of Common
Stock (determined as of the date the Company receives such notice in
accordance with Section 14(b)) minus the aggregate exercise price for such
specified number of shares divided by (2) such aggregate Fair Market Value.
(e) TRANSFER, ADJUSTMENT OF STOCK OPTIONS. The options
granted hereby shall not be transferable or assignable by Executive,
otherwise than by will or the laws of descent and distribution, and no such
option shall be subject to execution, attachment or other similar process. In
no event shall any such option be exercisable on or after the tenth
anniversary of the Closing. In the event of changes in the outstanding Common
Stock by reason of stock dividends, stock splits, reverse stock splits,
recapitalizations, reorganizations, mergers, consolidations, combinations or
other changes in capitalization occurring after the Closing, the number of
shares and exercise price under such option shall be equitably adjusted by
the Board of Directors of the Company. Any amount payable under such option
shall be subject to applicable withholding taxes.
SECTION 10. Deliberately Omitted
SECTION 11. NONCOMPETE AND NONSOLICITATION
During the Term and for two years thereafter, Executive
shall not directly or indirectly (other than as an employee of or consultant
to the Company):
(a) engage in activities or businesses within the United
States which are substantially in competition with the Company ("COMPETITIVE
ACTIVITIES"), including (i) selling
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goods or services of the type sold by the Company or any of its subsidiaries;
(ii) soliciting or attempting to solicit any customer or client or
prospective customer or client of the Company (or any of its subsidiaries)
including, without limitation, actively sought prospective customers or
clients, to purchase any goods or services of the type sold by the Company or
any of its subsidiaries from anyone other than the Company or any of its
subsidiaries; and (iii) assisting any person in any way to do, or attempt to
do, anything prohibited by (i) or (ii) above;
(b) perform any action, activity or course of conduct which
is substantially detrimental to the business or business reputation of the
Company or any of its subsidiaries ("DETRIMENTAL ACTIVITIES"), including (i)
soliciting, recruiting or hiring any employees of the Company or persons who
have worked for Ripplewood Partners, L.P. ("Ripplewood"), the Company or any
of their respective affiliates; (ii) soliciting or encouraging any employee
of Ripplewood, the Company or any of their respective affiliates to leave the
employment of Ripplewood, the Company or any of their respective affiliates;
(iii) intentionally interfering with the relationship of Ripplewood, the
Company or any of their affiliates with any person or entity who or which is
employed by or otherwise engaged to perform services for Ripplewood, the
Company or any such affiliate; and (iv) disclosing or furnishing to anyone
any confidential information relating to Ripplewood, the Company or any of
their respective affiliates or otherwise using such confidential information
for its own benefit or the benefit of any other person; or
(c) establish in the United States any new business which
engages in Competitive Activities.
Notwithstanding anything to the contrary contained in this
Agreement, the foregoing covenant shall not be deemed breached as a result of
the ownership by Executive of: (i) less than an aggregate of 5% of any class
of stock of a person engaged, directly or indirectly, in Competitive
Activities; PROVIDED, HOWEVER, that such stock is listed on a national
securities exchange or is quoted on the National Market System of NASDAQ;
(ii) less than an aggregate of 10% in value of any instrument of indebtedness
of a person engaged, directly or indirectly, in Competitive Activities; or
(iii) stock or other debt or equity interests in the Company, or the
participation by Executive in the activities and business conducted by the
Company or any of its subsidiaries; PROVIDED, HOWEVER, that, for the lesser
of a period of two years from the Closing or so long as Executive owns stock
or other debt or equity interests in the Company or participates in the
activities or business conducted by the Company or any of its subsidiaries,
Executive shall not engage in any Competitive Activities except to the extent
Executive engages in such Competitive Activities as of the date hereof.
If a judicial determination is made that any of the
provisions of this Section 11 constitutes an unreasonable or otherwise
unenforceable restriction against Executive, the provisions of this Section
II shall be rendered void only to the extent that such judicial determination
finds such provisions to be unreasonable or otherwise unenforceable.
Moreover, notwithstanding the fact that any provisions of this Section 11 is
determined not to be specifically enforceable, the Company shall nevertheless
be entitled to recover monetary damages as a result of Executive's breach of
such provision.
Executive agrees that the provisions of this Section 11 are
reasonable and properly required for the adequate protection of the business
and the goodwill of the Company.
SECTION 12. NONDISCLOSURE. The parties hereto agree that
during the course of his employment by the Company, Executive will have
access to, and will gain knowledge with
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respect to, the Company's Confidential Information (as defined below). The
parties acknowledge that unauthorized disclosure or misuse of such
Confidential Information would cause irreparable damage to the Company and
its subsidiaries. Accordingly, Executive agrees to the nondisclosure
covenants in this Section 12. Executive represents that his experience and
capabilities are such that the provisions of Section 11 and this Section 12
will not prevent him from earning his livelihood. Executive agrees that he
shall not (except as may be required by law), without the prior written
consent of the Company during his employment with the Company under this
Agreement, and any extension or renewal hereof, and thereafter for so long as
it remains Confidential Information, use or disclose, or knowingly permit any
unauthorized person to use, disclose or gain access to, any Confidential
Information; PROVIDED, HOWEVER, that Executive may disclose Confidential
Information to a person to whom disclosure is reasonably necessary or
appropriate in connection with the performance by Executive of his duties
under this Agreement. Upon termination of this Agreement for any reason,
Executive shall return to the Company the original and all copies of all
documents and correspondence in his possession relating to the business of
the Company or any of its affiliates, including but not limited to all
Confidential Information, and shall not be entitled to any lien or right of
retention in respect thereof.
For purposes of this Agreement, "Confidential Information"
shall mean all business information (whether or not in written form) which
relates to the Company, any of its affiliates or their respective businesses
or products and which is not known to the public generally, including but not
limited to technical information or reports; trade secrets; unwritten
knowledge and "know-how"; operating instructions; training manuals; customer
lists; customer buying records and habits; product sales records and
documents, and product development, marketing and sales strategies; market
surveys; marketing plans; profitability analyses; product cost; long-range
plans; information relating to pricing, competitive strategies and new
product development; information relating to any forms of compensation and
other personnel-related information; contracts; and supplier lists.
Confidential Information shall not include such information known to
Executive prior to his involvement with Ripplewood.
SECTION 13. SEVERANCE. If Executive's employment hereunder
is terminated (1) upon a breach by the Company of this Agreement; (2) by the
Company for any reason other than for "Good Cause" (as defined below), or (3)
by the Company as a result of the occurrence of the death or total disability
of Executive (total disability meaning the failure of Executive to perform
his normal required services hereunder for a period of three consecutive
months during the term hereof by reason of Executive's mental or physical
disability, as determined by an independent physician reasonably satisfactory
to Executive and the Company) the Company shall pay to Executive as severance
pay a lump sum cash payment in the amount of his Base Salary and Guaranteed
Bonus (in each case prorated for any portion of a year less than a full year)
for the longer of (i) the balance of the Term of this agreement and (ii)
eighteen months. Payment of such severance pay will be made within thirty
(30) days of such termination. Executive shall have the option of receiving
the severance pay specified in the preceding sentence in the form of salary
continuation payments for 18 months (the "Severance Period"). In the event
that Executive elects to receive severance pay in the form of salary
continuation payments, Executive shall continue to receive medical, dental,
and vision coverage for the Severance Period subject to employee's payment of
the costs of such benefits to the extent such benefits are paid for by active
employees. For purposes of this Agreement, termination for "GOOD CAUSE" shall
exist upon the occurrence of any of the following: (i) Executive is convicted
of, pleads guilty to, confesses to, or enters a plea of nolo contendere to,
any felony or any crime that involves moral turpitude or any act of fraud,
misappropriation or embezzlement; (ii) Executive has wilfully engaged in a
fraudulent act to the damage or prejudice of the Company or any affiliate of
the Company; (iii) any act or omission by Executive involving
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malfeasance or gross negligence in the performance of Executive's duties to
the Company; or (iv) Executive otherwise wilfully fails to comply in any
material respect with the terms of this Agreement or deviates in any material
respect from any reasonable written policies or reasonable directives of the
Board of Directors and, within 30 days after written notice from the Company
of such failure or deviation, Executive has not corrected such failure.
SECTION 14. OPTIONS TO PURCHASE AND SELL COMMON STOCK.
(a)(i) If Executive's employment is terminated for any reason, the Company
shall have an option to purchase all or any portion of Executive's shares of
Common Stock (including any shares obtained or obtainable through the
exercise of any option) at a purchase price equal to the Fair Market Value
(as defined below), determined in accordance with Section 14(b) as of the
date of such termination. The Company shall within 90 days of such date of
termination give notice in writing to Executive of its election to exercise
or not to exercise such option, which notice shall set forth the portion, if
any, of Executive's shares of Common Stock that the Company elects to
purchase. The purchase of Executive's shares of Common Stock shall take place
at the principal office of Ripplewood, currently located at One Rockefeller
Plaza, New York, New York, on the date specified by the Company (not later
than the later of the twentieth business day following the receipt by
Executive of the required notice from the Company and the satisfaction of any
legal requirements to the purchase of Executive's shares of Common Stock).
The consideration for the purchase of Executive's shares of Common Stock
shall be paid by delivery to Executive of a certified or bank check made
payable to Executive or by wire transfer of immediately available funds to a
bank account designated by Executive, against delivery of certificates or
other instruments representing Executive's shares of Common Stock so
purchased, appropriately endorsed by Executive, free and clear of all
security interests, liens, claims, encumbrances, charges, options,
restrictions on transfer, proxies and voting and other agreements of whatever
nature. The Company may assign its rights under this Section 14 to any person.
(ii) If Executive's employment is terminated by the Company
for other than Good Cause, Executive shall have an option to sell to the
Company all or any portion of Executive's shares of Common Stock purchased on
the Closing Date pursuant to Section 8 (but not shares acquired at a later
date through the exercise of options or otherwise) then held by Executive at
a purchase price equal to the Fair Market Value of such shares, determined in
accordance with Section 14(b) as of the date of such termination; PROVIDED,
that to the extent that the Board of Directors of the Company reasonably
determines that such purchase, if made, would (x) cause the Company to be or
remain in default under any agreements with lenders or financing sources,
despite commercially reasonable efforts by the Company to obtain consents or
amendments necessary to permit such purchase, or (y) conflict with the terms
(including with respect to priority of payment) of the 15% Senior
Exchangeable Preferred Stock Due 2011, par value $0.01 per share, of the
Company, the Company shall be relieved of its obligations to make such
purchase under this Section 14(a)(ii) while and to the extent such conditions
continue to exist. Executive shall within 90 days of such date of termination
give notice in writing to the Company of his election to exercise or not to
exercise such option, which notice shall set forth the portion, if any, of
Executive's shares of Common Stock that Executive elects to sell. The sale of
Executive's shares of Common Stock shall take place at the principal office
of Ripplewood, currently located at One Rockefeller Plaza, New York, New
York, on the date specified by Executive (not later than the later of the
twentieth business day following the receipt by the Company of the required
notice from Executive and the satisfaction of any legal requirements to the
sale of Executive's shares of Common Stock). The consideration for the sale
of Executive's shares of Common Stock shall be paid by delivery to Executive
of a certified or bank check made payable to Executive or by wire transfer of
immediately available funds to a bank account designated by Executive,
against delivery of certificates or other instruments representing
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Executive's shares of Common Stock so purchased, appropriately endorsed by
Executive, free and clear of all security interests, liens, claims,
encumbrances, charges, options, restrictions on transfer, proxies and voting
and other agreements of whatever nature.
(b)(i) If a determination of the Fair Market Value of any
shares of Common Stock is required by this Agreement when there is no public
trading market for shares of Common Stock, such "Fair Market Value" shall be
such amount as is determined in good faith by the Company's Board of
Directors as of the date such Fair Market Value is required to be determined
hereunder. In making a determination of such Fair Market Value, the Company's
Board of Directors shall give due consideration to such factors as it deems
appropriate, including, without limitation, the earnings and certain other
financial and operating information of the Company and its subsidiaries in
recent periods, its potential value and that of its subsidiaries as a whole,
its future prospects and that of its subsidiaries and the industries in which
they compete, its history and management and that of its subsidiaries, the
general condition of the securities markets and the fair market value of
securities of privately owned companies (with transfer restrictions) engaged
in businesses similar to those of the Company's, if any. The Fair Market
Value as determined in good faith by the Company's Board of Directors shall
be binding and conclusive upon Executive.
(ii) If a determination of the Fair Market Value of any
shares of Common Stock is required by this Agreement when there is a public
trading market for shares of Common Stock, such "Fair Market Value" shall
mean the average daily closing sales price of shares of Common Stock for the
ten consecutive trading days preceding the date the Fair Market Value is
required to be determined hereunder. The closing price for each day shall be
the last reported sales price regular way or, in case no such reported sale
takes place on such day, the average of the reported closing bid and asked
prices regular way, in either case on the principal national securities
exchange on which shares of Common Stock are listed and admitted to trading,
or, if not listed and admitted to trading on any such exchange, on the NASDAQ
National Market System, or, if not quoted on the National Market System, the
average of the closing bid and asked prices in the over-the-counter market as
furnished by any New York Stock Exchange member firm selected from time to
time by the Company's Board of Directors for that purpose.
SECTION 15. TERMINATION; SURVIVAL. This Agreement shall
terminate upon the earlier of (x) the termination of the Recapitalization
Agreement pursuant to its terms; or (y) the termination of Executive's
employment by the Company. Notwithstanding the foregoing, Sections 11, 12, 14
and 16 and, if Executive's employment terminates in a manner giving rise to a
payment under Section 13, Section 13 shall survive the termination of this
Agreement.
SECTION 16. MISCELLANEOUS. (a) This Agreement shall inure
to the benefit of and shall be binding upon Executive and his executor,
administrator, heirs, personal representative and permitted assigns, and the
Company and its successors and permitted assigns; PROVIDED, HOWEVER, that
Executive shall not be entitled to assign or delegate any of his rights or
obligations hereunder without the prior written consent of the Company.
(b) This Agreement shall be deemed to be made in, and in
all respects shall be interpreted, construed and governed by and in
accordance with, the laws of the State of Delaware, without regard to the
conflicts of law principles of such State. No provision of this Agreement or
any related document shall be construed against or interpreted to the
disadvantage of any party hereto by any court or other governmental or
judicial authority by reason of such party having or being deemed to have
structured or drafted such provision.
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(c) This Agreement constitutes the entire agreement between
the Company and Executive with respect to Executive's employment by the
Company after the Closing Date, and, effective as of the Closing Date,
supersedes all prior agreements, if any, whether written or oral, between
them, relating to Executive's employment by the Company or any of its
subsidiaries, including, without limitation, the Employment Agreement between
Executive and JLC dated as of July 14, 1999 the ("JLC Employment Agreement").
All prior agreements between the Company or any of its subsidiaries and
Executive with respect to Executive's employment by the Company or any of its
subsidiaries, including those agreements set forth on Schedule II attached
hereto, shall terminate and be without further force or effect as of the
Closing. Executive hereby releases the Company its subsidiaries and its
affiliates from any claims or rights under such agreements, without any
liability or other adverse consequence to the Company, its affiliates or its
subsidiaries. The JLC hereby releases Executive from any claims or rights
under such agreements, without any liability or other adverse consequence to
Executive.
(d) All notices or other communications required or
permitted by this Agreement shall be made in writing and any such notice or
communication shall be deemed delivered when delivered in person, transmitted
by telecopier, or one business day after it has been sent by a nationally
recognized overnight courier, at the address for notices as follows:
(i) if to the Company,
WRC Media Inc.
c/o Ripplewood Holdings L.L.C.
One Rockefeller Plaza
32nd Floor
New York, New York 10020
Attention: Mr. Timothy C. Collins
Mr. Charles L. Laurey
Facsimile: (212) 582-4110
(ii) if to Executive,
Mr. Martin E. Kenney, Jr.
West Greenlawn Road
Paoli, PA 19301
Facsimile: (610) 993-8798
Communications by telecopier also shall be sent concurrently by overnight
courier, but shall in any event be effective as stated above. Each party may
from time to time change its address for notices under this Section 16(d) by
giving at least five days' notice of such changed address to the other
parties hereto.
(e) This Agreement may be executed in one or more
counterparts, all of which shall be considered one and the same agreement,
and shall become effective when one or more of the counterparts have been
signed by each of the parties and delivered to the other parties, it being
understood that all parties need not sign the same counterpart.
(f) The headings contained in this Agreement are for
reference purposes only and shall not affect in any way the meaning or
interpretation of this Agreement.
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(g) No failure or delay by Executive or the Company in
exercising any right or power hereunder shall operate as a waiver thereof,
nor shall any single or partial exercise of any such right or power, or any
abandonment of any steps to enforce such a right or power, preclude any other
or further exercise thereof or the exercise of any other right or power.
Neither this Agreement nor any provision hereof may be waived, amended or
modified except pursuant to an agreement in writing entered into by Executive
and the Company.
(h) Any controversy, dispute or claim arising out of, in
connection with, or in relation to the interpretation, performance,
non-performance, validity or breach of this Agreement or otherwise arising
out of, or in any way related to, this Agreement shall be determined, at the
request of any party, by arbitration conducted in New York City, before and
in accordance with the then-existing Rules for Commercial Arbitration of the
American Arbitration Association, and any judgment or award rendered by the
arbitrator shall be final, binding and unappealable, and any judgment may be
entered by any state or Federal court having jurisdiction thereof. In its
award the arbitrator shall allocate, in its discretion, among the parties to
the arbitration all costs of the arbitration, including the fees and expenses
of the arbitrator and reasonable attorneys' fees, costs and expert witness
expenses of the parties.
(i) All amounts paid hereunder will be net of any
applicable withholdings required by existing or future tax laws.
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IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be duly executed as of the day and year first above written.
WRC MEDIA INC.,
by /s/ Charles Laurey
------------------------
Name: Charles Laurey
Title: Secretary
------------------------
Martin E. Kenney
EAC III L.L.C. hereby agrees to the
provisions of Section 8 and Section 9
EAC III L.L.C.,
by RIPPLEWOOD PARTNERS, L.P.,
its Sole Member,
by RIPPLEWOOD HOLDINGS L.L.C.,
its General Partner,
by /s/ Robert Lynch
---------------------------
Name: Robert Lynch
Title: Treasurer
JLC Learning Corporation
hereby agrees to the provisions of
Section 16(c)
JLC LEARNING CORPORATION
by /s/ Charles Laurey
---------------------------
Name: Charles Laurey
Title: Secretary
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be duly executed as of the day and year first above written.
WRC MEDIA INC.,
by
------------------------
Name:
Title:
/s/ Martin E. Kenney Jr.
------------------------
Martin E. Kenney
EAC III L.L.C. hereby agrees to the
provisions of Section 8 and Section 9
EAC III L.L.C.,
by RIPPLEWOOD PARTNERS, L.P.,
its Sole Member,
by RIPPLEWOOD HOLDINGS L.L.C.,
its General Partner,
by
--------------------------
Name:
Title:
JLC Learning Corporation
hereby agrees to the provisions of
Section 16(c)
JLC LEARNING CORPORATION
by
-------------------------
Name:
Title:
This Agreement is made as of November ,
1999, between WRC Media Inc., a Delaware
corporation ("the Company"), and Martin E.
Kenney, Jr., an individual resident of the
State of Pennsylvania (the "Executive").
Pursuant to the terms of the Employment Agreement, dated as ofthe date
hereof, among the Company, EAC III L.L.C., a Delaware limited liability
company, JLC Learning Corporation, a Delaware corporation, and Executive,
(i) Executive is purchasing 16,128 shares of Common Stock, par $18.60065 per
share in cash for an aggregate purchase price of $300,000 (the "Purchase
Price") and (ii) the Company is paying to Executive a transaction fee (the
"Transaction Fee") of $375,000.
Executive and the Company hereby agree that the Purchase Price shall be
deducted from the Transaction Fee so that, upon the transfer of $75,000 from
the Company to Executive, the Executive shall have paid the Purchase Price in
full and the Company shall have paid the Transaction Fee in full.
WRC MEDIA INC.,
by
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Name:
Title:
/s/ Martin E. Kenney, Jr.
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Martin E. Kenney, Jr.