8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C.  20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported)	January 7, 2011
PRIMEDIA Inc.
(Exact Name of Registrant as Specified in Charter)

3585 Engineering Drive,      Norcross, Georgia  30092
(Address of Principal Executive Offices)
Delaware		1-11106		13-3647573
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)
Registrant’s telephone number, including area code			678-421-3000
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
□	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
□	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
□	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
□	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Amendments to Severance Agreements

On January 7, 2011, the Compensation Committee (the “Committee”) of the Board of Directors of PRIMEDIA Inc. (the “Company”) approved amendments (the “Amendments”) to the existing severance agreements (the “Severance Agreements”) between the Company and certain of its employees, including the following named executive officers of the Company: Kim Payne, Arlene Mayfield and Keith Belknap. Under each Amendment, if the employee separates from service from the Company and is entitled to receive severance as set forth in his or her respective Severance Agreement, the employee also is now entitled to receive an additional amount equal to the sum of (i) the employee’s annual target bonus for the year in which he or she separates from service from the Company and (ii) a pro rata portion of t he employee’s annual target bonus for the year in which he or she separates from service for the number of days such employee was employed for such year before the separation from service.

The amount payable under each Amendment is subject to the same terms and conditions as the severance payable under the related Severance Agreement, including, without limitation, the execution and delivery of an effective release of claims within forty-five (45) days after separation from service from the Company.

The foregoing is a summary of the terms of the Amendments and is qualified in its entirety by reference to the full text of the Form of Amendment to Severance Agreement, a copy of which is attached hereto as Exhibit 10.1 and incorporated herein by this reference.

Retention Agreements

Also on January 7, 2011, the Committee approved a form of retention agreement (the “Retention Agreement”) to be entered into between the Company and certain of its employees, including each of the named executive officers of the Company.  Under the Retention Agreement, each employee is entitled to receive the retention bonus specified therein, in a single lump sum, if there is a Sale of the Company (as defined in the Retention Agreement) on or before December 31, 2011 and such employee remains employed by the Company for six months following the Sale of the Company (or if such employee’s employment is terminated prior to six months following the Sale of the Company under circumstances that would entitle the employee to severance).  The Committee approved the following retention bonuses: Charles Stu bbs, $1,250,000; Kim Payne, $400,000; Arlene Mayfield, $400,000; and Keith Belknap, $305,300.

The foregoing is a summary of the terms of the Retention Agreement and is qualified in its entirety by reference to the full text of the Form of Retention Agreement, a copy of which is attached hereto as Exhibit 10.2 and incorporated herein by this reference.

Vesting of Restricted Stock

The Committee also provided on January 7, 2011 that any unvested restricted stock then held by certain employees of the Company, including a named executive officer of the Company, Charles Stubbs, would immediately vest on a Sale of the Company, provided the employee was still employed at the time.

Long-Term Incentive Plan

Also on January 7, 2011, the Committee approved grants under the Company’s 1992 Stock Purchase and Option Plan, as amended (the “Plan”), of performance-based restricted stock for the 2011 calendar year, in conjunction with the Company’s Long-Term Incentive Plan (the “LTIP”), to eligible participants in the LTIP, including the following named executive officers: Dean Nelson (65,048 target shares), Charles Stubbs (142,857 target shares), Kim Payne (16,262 target shares), Arlene Mayfield (32,524 target shares), and Keith Belknap (13,010 target shares). For each of the participants, these restricted stock awards vest (i) if the participant’s employment with the Company is terminated for any reason other than by the Company for cause, on or before December 31, 2011, or, otherwise, (ii) to 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 2011 calendar year:

·   If the Company’s actual EBITDA for 2011 does not meet or exceed 90% of the target EBITDA for such year, then these restricted stock awards are forfeited.

·   If the Company’s actual EBITDA for 2011 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 will vest with respect to the target number of shares 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 2011 meets or exceeds 100% of the target EBITDA for such year, then 100% of these restricted stock awards will vest.

Item 9.01	Financial Statements and Exhibits.
	Exhibit 10.1	Form of Amendment to Severance Agreement
	Exhibit 10.2	Form of Retention Agreement

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	PRIMEDIA INC.
Dated: January 11, 2011
	By:	/s/ KEITH L. BELKNAP
	Name:	Keith L. Belknap
	Title:	Senior Vice President, General Counsel      and Secretary

EXHIBIT INDEX
Exhibit No.	Description
10.1	Form of Amendment to Severance Agreement
10.2	Form of Retention Agreement

EX-10.1

EXHIBIT 10.1

[Form of Amendment to Severance Agreement]

[On PRIMEDIA Inc. Letterhead]

[DATE]

[NAME]

[ADDRESS]

Dear [NAME]:

This letter agreement supplements the letter agreement between PRIMEDIA Inc. (“PRIMEDIA”) and you, dated [INSERT DATE] (as amended, your “Agreement”), relating to certain severance to which you may become entitled in connection with your separation from service from PRIMEDIA.

Additional Amount.  In the event you separate from service from PRIMEDIA and are entitled to the severance set forth in your Agreement, you also shall be entitled to receive the sum of (i) the amount equal to your annual target bonus for the year in which you separate from service from PRIMEDIA and (ii) the amount equal to your annual target bonus for the year in which you separate from service multiplied by a fraction, the numerator of which is the number of days you were employed for such year before your separation from service and the denominator of which is the number of days in such year; which total amount (the “Additional Amount”) will be paid in a single lump sum, net of applicable withholdings, as soon as administratively practicable after the effective date of the release of claims you are required to sign as a condition to your receipt of severance under your Agreement (but in no event later than two and one-half (2½) months after you separate from service from PRIMEDIA).

Notwithstanding the foregoing, the Additional Amount to which you may become entitled under this letter agreement is subject to the same terms and conditions as the severance provided under your Agreement, including, without limitation, the execution and delivery of an effective release of claims within forty-five (45) days after you separate from service from PRIMEDIA and the failure to revoke same within seven (7) days after you sign it.  If you do not satisfy such terms and conditions, the severance under your Agreement and your Additional Amount under this letter agreement shall become null and void, and you will not be entitled to any such payments.

Section 409A.  It is the intent of PRIMEDIA that any payment to which you are entitled under your Agreement and this letter agreement be exempt from Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), to the maximum extent permitted under Section 409A of the Code.  However, if any such amounts are considered to be “nonqualified deferred compensation” subject to Section 409A of the Code, such amounts shall be paid and provided in a manner, and at such time and form, as complies with the applicable requirements of Section 409A of the Code to avoid the unfavorable tax consequences provided therein for non-compliance.  Neither you nor PRIMEDIA shall take any action to accelerate or delay the payment of any amounts in any manner which would not be in compliance with Section 409A of the Code.

 In the event you qualify as a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Code at the time of your separation from service, any payments to be made in connection with your “separation from service” (as determined for purposes of Section 409A of the Code) that constitute nonqualified deferred compensation subject to Section 409A of the Code shall not be made until the earlier of (i) your death or (ii) six (6) months after your separation from service (the “409A Deferral Period”) to the extent required by Section 409A of the Code.  Payments otherwise due to be made in installments or periodically during the 409A Deferral Period shall be accumulate d and paid in a lump sum as soon as the 409A Deferral Period ends, and the balance of the payment shall be made as otherwise scheduled.

For purposes of your Agreement and this letter agreement, all rights to payments shall be treated as rights to receive a series of separate payments to the fullest extent allowed by Section 409A of the Code.  To the extent that some portion of the payments under your Agreement and/or this letter agreement may be bifurcated and treated as exempt from Section 409A of the Code under the “short-term deferral” or “separation pay” exemptions, then such amounts may be so treated as exempt from Section 409A of the Code.

Notwithstanding the foregoing, it is intended that (i) the Additional Amount payable to you under the second paragraph of this letter agreement shall be paid no later than two and one-half (2½) months following the date you separate from service and thus should qualify as exempt from Section 409A of the Code as a “short-term deferral” and (ii) the severance payable to you under your Agreement shall either (A) qualify as exempt under the “short-term deferral” exemption to the extent paid within two and one-half (2½) months after the end of the year in which you separate from service or (B) qualify as exempt under the “separation pay” exemption to the extent such severance will be paid solely upon your involuntary separation from service (as defin ed in Treas. Reg. §1.409A-1(n)), shall not exceed two times the lesser of (1) your annualized compensation (based upon the annual rate of pay for services provided for the taxable year preceding the taxable year in which you have a separation from service and subject to increases that were expected to continue indefinitely if you had not separated from service) or (2) the maximum amount that may be taken into account under a qualified plan pursuant to Section 401(a)(17) of the Code for the year in which you separate from service (which for 2010 was $245,000) and will be paid in all events within two (2) years following the end of the year in which you separate from service.  To the extent the “separation pay” exemption applies, the amounts covered by the exemption shall be the amounts paid earliest in time that would be subject to Section 409A of the Code notwithstanding the “separation pay” exemption.

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For purposes of your Agreement and this letter agreement, termination of employment will be construed consistently with a “separation from service” within the meaning of Section 409A of the Code.

Very truly yours,

By________________________

[NAME]

[TITLE]

ACCEPTED AND AGREED:

_________________________________

[NAME]

DATE: _________________

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EX-10.2

EXHIBIT 10.2

[Form of Retention Agreement]

[On PRIMEDIA Inc. Letterhead]

[DATE]

[NAME]

[ADDRESS]

Dear [NAME]:

On behalf of PRIMEDIA Inc. (“PRIMEDIA”), we are pleased to offer you this retention agreement (this “Agreement”) to provide a financial incentive for you to remain employed with PRIMEDIA for the time and on the terms set forth herein.  The terms of our Agreement will be as follows:

1.Term.  Except as otherwise set forth in this paragraph, the term of this Agreement will be from the date you sign it until the six (6)-month anniversary of a Sale of PRIMEDIA (as defined below).  The six (6)-month anniversary of a Sale of PRIMEDIA is referred to hereinafter as the “Payment Date.”  If a Sale of PRIMEDIA does not occur by December 31, 2011 or you separate from service with PRIMEDIA prior to the Payment Date other than as described in paragraph 4 below, this Agreement shall terminate without any payment to you of any amounts hereunder.

2.Sale of PRIMEDIA.  For purposes of this Agreement, “Sale of PRIMEDIA” means any transaction or series of related transactions whereby securities of PRIMEDIA representing eighty percent (80%) or more of the total combined voting power of the outstanding securities of PRIMEDIA entitled to vote in the election of directors of PRIMEDIA are sold to any single person or group (within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the “1934 Act”)); or (b) all or substantially all of the assets or business of PRIMEDIA are disposed of pursuant to a merger, consolidation or other transaction (unless the sha reholders of PRIMEDIA immediately prior to such merger, consolidation or other transaction beneficially own, directly or indirectly, in substantially the same proportion as they owned the voting stock of PRIMEDIA prior to such event, the voting stock or other ownership interests of the entity or entities, if any, that succeed to the assets or business of PRIMEDIA).

3.Eligibility.  You are eligible for a retention payment in the amount of $[Insert Dollar Amount] (the “Retention Payment”) in accordance with paragraph 4 below.

4.Payment.  Subject to paragraph 14 below, Retention Payment will be payable to you in a single lump sum, net of applicable withholdings as described below, as soon as administratively practicable, but in no event later than two-and-one-half (2 ½) months, after the earlier of (i) the Payment Date, provided you remain employed continuously with PRIMEDIA from the date hereof until the Payment Date, or (ii) the date of your separation from service with PRIMEDIA, in the event you separate from service with PRIMEDIA prior to the Payment Date and you are entitled upon such separation from service to, and you fulfill the terms and conditions to receive, the sev erance set forth in your [Letter Agreement][Employment Agreement] between PRIMEDIA and you, dated [Insert Date].  You are not entitled to be paid the Retention Payment under any other circumstances.

5.Bonus.  The Retention Payment, if any, is not in lieu of and does not replace any annual discretionary or other bonus to which you may be entitled.

6.Waiver.Failure to insist upon strict compliance with any term, covenant, or condition of this Agreement will not be deemed a waiver of such term, covenant, or condition, nor will any waiver or relinquishment of any right or power hereunder at any one or more times be deemed a waiver or relinquishment of such right or power at any other time or times.

7.Taxes.  PRIMEDIA may withhold from any amount payable under this Agreement all income, employment, excise and other taxes that PRIMEDIA reasonably determines to be required pursuant to any law, regulation, or ruling. However, it is your obligation to pay all required taxes on any amount provided under this Agreement, regardless of whether any withholding is required.

8.Source of Payments.  The benefits payable under this Agreement may be paid, at PRIMEDIA's sole discretion, from its general assets or from any other source.

9.Confidentiality.  Except to the extent otherwise required by law, you will not disclose, in whole or in part, any of the terms of this Agreement that are not publicly disclosed by PRIMEDIA pursuant to applicable securities filings or otherwise.  However, you may disclose the terms of this Agreement to your spouse or to your legal or financial adviser, provided that you take all reasonable measures to assure that he or she does not disclose the terms of this Agreement to any other third party except as otherwise required by law or permitted herein.

10.Severability.  The agreements contained herein will each constitute a separate agreement independently supported by good and adequate consideration, and will each be severable from the other provisions of this Agreement. If it is determined that any term, provision, or portion of this Agreement is void, illegal, or unenforceable, the other terms, provisions and portions of this Agreement will remain in full force and effect, and the terms, provisions, and portions that are determined to be void, illegal, or unenforceable will be limited so that they will remain in effect to the extent permissible by law, or other similar provisions will be substituted, to the extent enforceable, so as to provide to PRIMEDIA, to the fullest extent permitted by applicable law, the benefits intended by this Agreement.

11.Survival.  The provisions of paragraphs 4 and 7 through 14 shall survive the termination of this Agreement.

12.Entire Agreement.  This Agreement sets forth the entire understanding between you and PRIMEDIA, and supersedes all prior agreements and communications, whether oral or written, between you and PRIMEDIA with respect to the subject matter of this Agreement.  This Agreement will not be modified except by written agreement of you and PRIMEDIA.

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13.Assignment.  This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors, heirs (if applicable) and assigns.  Rights or obligations of PRIMEDIA under this Agreement may be, and may only be, assigned or transferred by PRIMEDIA pursuant to a merger or consolidation in which PRIMEDIA is the continuing entity, or the sale or liquidation of all or substantially all of the assets of PRIMEDIA, provided that the assignee or transferee is the successor to all or substantially all of the assets of PRIMEDIA and such assignee or transferee assumes the liabilities, obligations and duties of PRIMEDIA, as contain ed in this Agreement, either contractually or as a matter of law.  None of your rights and obligations under this Agreement may be assigned or transferred by you other than your rights to the Retention Payment, which may be transferred only by will or operation of law, provided that any Retention Payment due hereunder to you at the time of your death shall instead be paid to your designated beneficiary, if any, or, if no such beneficiary has been designated and survives you, your estate.

14.Section 409A.

(a)This Agreement is intended to be exempt from Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), as a short-term deferral, and the terms of this Agreement shall be construed consistent with such intent.

(b)Notwithstanding the foregoing, however, if any payment to which you are entitled under this Agreement is considered to be “nonqualified deferred compensation” subject to Section 409A of the Code, such payment shall be paid and provided in a manner, and at such time and form, as complies with the applicable requirements of Section 409A of the Code to avoid the unfavorable tax consequences provided therein for non-compliance.  Neither you nor PRIMEDIA shall take any action to accelerate or delay the payment of any such amounts in any manner which would not be in compliance with Section 409A of the Code.

(c)In the event you qualify as a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Code at the time of your separation from service, any payments to be made in connection with your “separation from service” (as determined for purposes of Section 409A of the Code) that constitute “nonqualified deferred compensation” subject to Section 409A of the Code shall not be made until the earlier of (i) death or (ii) six (6) months after your separation from service (the “409A Deferral Period”) to the extent required by Section 409A of the Code.  Payments otherwise due to be made during the 409A Deferral Period shall be accumulated and paid in a lump sum as soon as th e 409A Deferral Period ends.

(d)For purposes of this Agreement, termination of employment shall be construed consistently with a “separation from service” within the meaning of Section 409A of the Code.

(e)Any payment to which you are entitled under this Agreement shall be treated as a separate payment from any other amounts to which you may be entitled to the maximum extent permitted by Section 409A of the Code.

15.Effective Date.  The terms of this Agreement are effective as of the date of this letter, and shall have no force or effect prior to such date.

*           *           *           *           *           *           *           *

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PRIMEDIA believes that this offer provides you with a financial incentive to remain with PRIMEDIA. We hope that you find that this Agreement provides you with an incentive to continue to perform your responsibilities in an exemplary manner through such time. Please indicate your acceptance of this Agreement by signing below and returning this Agreement to me.

Very truly yours,

By________________________

[NAME]

[TITLE]

ACCEPTED AND AGREED:

_________________________________

[NAME]

DATE: _________________

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