Exhibit 10.23
K-III COMMUNICATIONS CORPORATION
DIRECTORS' DEFERRED COMPENSATION PLAN
K-III COMMUNICATIONS CORPORATION
DIRECTORS' DEFERRED COMPENSATION PLAN
Table of Contents
ARTICLE I Definitions ........................................... 1
ARTICLE II Election to Defer ..................................... 1
ARTICLE III Deferred Compensation Accounts ........................ 2
ARTICLE IV Payment of Deferred Compensation ...................... 3
ARTICLE V Administration ........................................ 4
ARTICLE VI Amendment of Plan ..................................... 4
ARTICLE I
DEFINITIONS
1.1 "Board" shall mean the Board of Directors of K-III Communications
Corporation.
1.2 "Director" shall mean a member of the Board of Directors of the Company
who is not an employee of the Company or any of its subsidiaries.
1.3 "Plan" shall mean this Deferred Compensation Plan for Directors as it may
be amended from time to time.
1.4 "Fees" shall mean amounts earned for serving as a member of the Board,
including any committees of the Board.
1.5 "Year" shall mean calendar year.
1.6 "Cash Account" shall mean the account created by the Company pursuant to
Article III of this Plan in accordance with an election by a Director to
receive deferred cash compensation under Article II hereof.
1.7 "Common Stock" shall mean the Common Stock of the Company.
1.8 "Company" means K-III Communications Corporation.
1.9 "Stock Account" shall mean the account created by the Company pursuant to
Article III of this Plan in accordance with an election by a Director to
receive stock compensation under Article II hereof.
1.10 "He", "Him" or "His" shall apply equally to male and female members of the
Board.
ARTICLE II
ELECTION TO DEFER
2.1 A Director may elect, on or before December 31 of any Year, to defer
payment of all or a specified part of all Fees earned during the Year
following such election and succeeding Years (until the Director ceases to
be a Director). Any person who shall become a Director during any Year,
and who was not a Director of the Company on the preceding December 31,
may elect, before the Director's term begins, to defer payment of all or a
specified part of such Fees earned during the remainder of such Year and
for succeeding Years. Any Fees deferred pursuant to this Paragraph shall
be paid to the Director at the time(s)
and in the manner specified in Article IV hereof, in the form of cash or
Common Stock, or any combination thereof, as designated by the Director.
2.2 The election to participate in the plan and manner of payment shall be
designated by submitting a letter in the form attached hereto as Appendix
A to the Secretary of the Company.
2.3 The election shall continue from Year to Year unless the Director
terminates it by written request delivered to the Secretary of the Company
prior to the commencement of the Year for which the termination is first
effective.
ARTICLE III
DEFERRED COMPENSATION ACCOUNTS
3.1 The Company shall maintain separate memorandum accounts for the Fees
deferred by each Director.
3.2 The Company shall credit, on the date Fees become payable, to the Cash
Account of each Director the deferred portion of any Fees due the Director
as to which an election to receive cash has been made. Fees deferred in
the form of cash (and interest thereon) shall be held in the general funds
of the Company.
3.3 On the first day of each quarter, the Company shall credit the Cash
Account of each Director with interest calculated on the basis of the
balance in such account on the first day of each month of the preceding
quarter at the Company's average borrowing rate as in effect from time to
time.
3.4 The Company shall credit, on the date Fees become payable, the Stock
Account of each Director with the number of shares of Common Stock which
is equal to the deferred portion of any Fee due the Director as to which
an election to receive the Company Common Stock has been made, divided by
the Stock Value on the date such fees would otherwise have been paid.
"Stock Value" shall mean the closing price of the Company's Common Stock
as reported on the New York Stock Exchange Inc. ("NYSE") - Composite Tape
on the date otherwise have been paid (the "Stock Value" in question). If
the closing price is not available from the NYSE for the Common Stock on a
date in question, then the next preceding practicable date for which such
closing price is available shall be used.
3.5 The Company shall credit the Stock Account of each Director who has
elected to receive deferred compensation in the form of Common Stock with
the number shares of Common Stock equal to any cash dividends (or the fair
market value of dividends paid in property other than dividends payable in
Common Stock) payable on the number of shares of Common Stock represented
in each
Director's Stock Account divided by the Stock Value on the dividend
payment date. Dividends payable in Common Stock will be credited to each
Director's Stock Account in the form of the right to receive Common Stock.
If adjustments are made to the outstanding shares of Common Stock as a
result of split-ups, recapitalizations, mergers, consolidations and the
like, an appropriate adjustment also will be made in the number of Shares
of Common Stock credited to the Director's Stock Account.
3.6 Common Stock shall be computed to three decimal places.
3.7 The right to receive Common Stock at a later date shall not entitle any
person to rights of a stockholder with respect to such Common Stock unless
and until shares of Common Stock have been issued to such person pursuant
to Article IV hereof.
3.8 The Company shall not be required to acquire, reserve, segregate, or
otherwise set aside shares of its Common Stock for the payment of its
obligations under the Plan, but shall make available as and when required
a sufficient number of shares of its Common Stock to meet the needs of the
Plan.
3.9 Nothing contained herein shall be deemed to create a trust of any kind or
any fiduciary relationship. To the extent that any person acquires a right
to receive payments from the Company under the Plan such right shall be
no greater than the right of any unsecured general creditor of the
Company.
ARTICLE IV
PAYMENT OF DEFERRED COMPENSATION
4.1 Subject to the second succeeding sentence, amounts contained in a
Director's Cash Account and/or Stock Account shall be distributed as the
Director's election (made pursuant to Paragraph 2.2 of Article II hereof)
shall provide. Distributions shall begin with the first day of the Year
following the Director's retirement or separation from the Board. Amounts
credited to a Director's Cash Account shall be paid in cash. Amounts
credited to a Director's Stock Account shall be paid, in the Company's
sole discretion, in the form of Common Stock or cash (determined by
multiplying the number of full shares in the Director's Stock Account by
the then Stock Value). A cash payment shall made with any final
installment for any fractions of a share of Common Stock remaining in the
Director's Stock Account. Such fractional share will be valued at the
Stock Value on the date of settlement. Any such shares will contain those
restrictive legends limiting their transferability as the Company's
counsel shall advise.
4.2 Each Director shall have the right to designate a beneficiary who is to
succeed to his right to receive payments hereunder in the event of death.
Any designated
beneficiary shall receive payments in the same manner as the Director if
he had lived. In case of a failure of designation or the death of a
designated beneficiary without a designated successor, the balance of the
amounts contained in the Director's Cash Account and/or Stock Account
shall be payable in accordance with Section 4.1 to the Director's or
former Director's estate in full on the first day of the Year following
the Year in which he dies. No designation of beneficiary or change in
beneficiary shall be valid unless in writing signed by the Director and
filed with the Secretary of the Company.
ARTICLE V
ADMINISTRATION
5.1 The Company shall administer the Plan at its expense. All decisions made
by the Company with respect to issues hereunder shall be final and binding
on all parties.
5.2 Except to the extent required by law, the right of any Director or any
beneficiary to any benefit or to any payment hereunder shall not be
subject in any manner to attachment or other legal process for the debts
of such Director or beneficiary, and any such benefit or payment shall not
be subject to alienation, sale, transfer, assignment or encumbrance.
ARTICLE VI
AMENDMENT OF PLAN
6.1 The Plan may be amended, suspended or terminated in whole or in part from
time to time by the Board except that no amendment, suspension, or
termination shall apply to the payment to any Director or beneficiary of a
deceased Director of any amounts previously credited to a Director's Cash
Account or Stock Account.
APPENDIX A
Date______________
__________________________
Corporate Secretary
K-III Communications Corporation
__________________________
_____________________, __________ _____
Dear Mr. ________________:
Pursuant to the K-III Communications Corporation Directors' Deferred
Compensation Plan, as amended to date (the "Plan"), I hereby elect to defer
receipt of all or a portion of my Director's fees commencing January 1, 199_ and
for succeeding calendar years in accordance with the percentages indicated
below.
I elect to have my Director's fees (and committee fees, if any)
credited as follows (fill in appropriate percentages for options a, b and c,
below):
(a) ________% of the aggregate Director's fees shall be credited
to my Cash Account as defined in the Plan;
(b) ________% of the aggregate Director's fees shall be credited
to my Stock Account as defined in the Plan;
(c) ________% of the aggregate Director's fees shall not be
deferred, but shall be paid to me directly as they accrue.
Further, I elect to receive the payments pursuant to the Plan (check
method desired, below):
_______ in one lump sum
________ in _______ equal annual installments
Further, I understand that my Cash Account and Stock Account shal1
become payable on the first day of January or as soon thereafter as is
practicable following my retirement or separation from the Board.
In the event of my death prior to receipt of all or any balance of
such fees and interest or dividends thereon so accumulated, I designate
_____________ as my beneficiary to receive the funds so accumulated.
Very truly yours,