HUNGRY MINDS INC /DE/
EXHIBIT 10.5
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<FILENAME>exh105.htm
<DESCRIPTION>EXHIBIT 10.5
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<B><P ALIGN="RIGHT">Exhibit 10.5</P>
</B><P ALIGN="CENTER">HUNGRY MINDS</P>

<P ALIGN="CENTER">909 Third Avenue, 20<SUP>th</SUP> Floor</P>
<P ALIGN="CENTER">New York, NY 10022</P>

<P>Mr. John Kilcullen</P>
<P>Chairman &amp; CEO</P>
<P>Hungry Minds, Inc.</P>
<P>909 Third Avenue, 20<SUP>th</SUP> Floor</P>
<P>New York, NY 10022</P>

<P>Re: HMI Executive Retention Plan</P>

<P>Dear John,</P>

<P>This letter Agreement between Hungry Minds, Inc. (HMI) and John Kilcullen (Executive) describes
the Executive Retention Program approved by the Compensation Committee of the Board of Directors.
This plan is effective January 8, 2001 and concludes no later than June 30, 2001 subject to the
provisions outlined below.</P>

<P>&#9;The purpose of this Executive Retention Program is to provide an added financial incentive
for key Executives to continue employment with HMI during a period of critical importance to the
long-term success of the enterprise and in light of the recently announced head count reduction
program and reorganization of the company.  It is prudent to recognize the contribution, as well as
the operating importance of retaining key Executives in this situation.</P>

<P>&#9;If you do not leave the employ of the company prior to the earlier of; the date of (i) the
successful conclusion of a transaction the result of which is that the Company ceases to be a public
company required to file reports with the Securities and Exchange Commission under Section 13(a) of
the Securities Exchange Act or the sale or conveyance of all, or significant part or parts of the
Company to a new owner or owners, or (ii) June 30, 2001, you will receive a retention bonus of $
150,000.00 in a single payment.  </P>

<P>If, however, after January 8, 2001 and before the earlier of the dates defined in the above
paragraph, you resign for &quot;good reason,&quot; as defined in your employment or compensation
agreement dated July 1, 1998, a &quot;change of control&quot; event occurs, as defined in your
employment or compensation agreement dated July 1, 1998, you are terminated without cause, or your
death or incapacity, payment of your full retention bonus will be made concurrent with such event.
</P>

<P>For the purposes of this agreement, &quot;Cause&quot; for termination is defined as:</P>
<OL TYPE="i">

<LI>your conviction of, or entry of a <I>nolo contendere</I> or guilty plea to, a felony or any
other crime involving moral turpitude, by or before a court of competent jurisdiction;</LI>
<LI>your commission of any act or acts of dishonesty or moral turpitude;</LI>
<LI>your malfeasance, fraud or willful misconduct in connection with your employment;</LI>
<LI>gross negligence by you in the performance of your duties or in the violation of the  policies
of the Company.</LI>

<P>&#9;Any payment you receive from this Retention Program is in addition to all other payments to
which you are entitled under any compensation, or bonus plan and under any other Company benefit or
incentive plan existing at the time this plan commences or that is instituted prior to its
conclusion.</P>

<P>&#9;Payment under this plan is subject to all regular and customary payroll taxes and
withholding.  At the election of the Executive, the Federal Tax withholding calculation used in this
payment may either be the current applicable &quot;Flat Percent Rate&quot; for bonus payments or the
applicable standard table withholding. </P>

<P>&#9;This agreement does not change or supercede any other employment or compensation agreement or
arrangement with HMI but is in addition thereto.</P>

<P>&nbsp;</P>
<P>Employee:&#9;&#9;&#9;&#9;&#9;Hungry Minds:</P>

<P>&nbsp;</P>
<P>&nbsp;</P>
<U><P>/s/ John Kilcullen&#9;</U>&#9;<U>3/22/01</U>&#9;&#9;&#9;&#9;&#9;<U>/s/ Kelly Conlin&#9;</U>&#9;<U>
3/22/01</P>
</U><P>&#9;&#9;&#9;&#9;     Date&#9;&#9;&#9;&#9;&#9;       Date</P>
<P>&#9;&#9;&#9;&#9;&#9;&#9;&#9;</P>
<HR align=left SIZE=2 width="100%">
<P ALIGN="CENTER">HUNGRY MINDS</P>

<P ALIGN="CENTER">909 Third Avenue, 20<SUP>th</SUP> Floor</P>
<P ALIGN="CENTER">New York, NY 10022</P>

<P>Mr. Bill Barry</P>
<P>President &amp; COO</P>
<P>Hungry Minds, Inc.</P>
<P>909 Third Avenue, 20<SUP>th</SUP> Floor</P>
<P>New York, NY 10022</P>

<P>Re: HMI Executive Retention Plan</P>

<P>Dear Bill,</P>

<P>This letter Agreement between Hungry Minds, Inc. (HMI) and Bill Barry (Executive) describes the
Executive Retention Program approved by the Compensation Committee of the Board of Directors.  This
plan is effective January 8, 2001 and concludes no later than June 30, 2001 subject to the
provisions outlined below.</P>

<P>&#9;The purpose of this Executive Retention Program is to provide an added financial incentive
for key Executives to continue employment with HMI during a period of critical importance to the
long-term success of the enterprise and in light of the recently announced head count reduction
program and reorganization of the company.  It is prudent to recognize the contribution, as well as
the operating importance of retaining key Executives in this situation.</P>

<P>&#9;If you do not leave the employ of the company prior to the earlier of; the date of (i) the
successful conclusion of a transaction the result of which is that the Company ceases to be a public
company required to file reports with the Securities and Exchange Commission under Section 13(a) of
the Securities Exchange Act or the sale or conveyance of all, or significant part or parts of the
Company to a new owner or owners, or (ii) June 30, 2001, you will receive a retention bonus of $
80,682.00 in a single payment.  </P>

<P>If, however, after January 8, 2001 and before the earlier of the dates defined in the above
paragraph, you resign for &quot;good reason,&quot; as defined in your employment or compensation
agreement dated March 1, 2000, a &quot;change of control&quot; event occurs, as defined in your
employment or compensation agreement dated March 1, 2000, you are terminated without cause, or your
death or incapacity, payment of your full retention bonus will be made concurrent with such event.
</P>

<P>For the purposes of this agreement, &quot;Cause&quot; for termination is defined as:</P>
<LI>your conviction of, or entry of a <I>nolo contendere</I> or guilty plea to, a felony or any
other crime involving moral turpitude, by or before a court of competent jurisdiction;</LI>
<LI>your commission of any act or acts of dishonesty or moral turpitude;</LI>
<LI>your malfeasance, fraud or willful misconduct in connection with your employment;</LI>
<LI>gross negligence by you in the performance of your duties or in the violation of the  policies
of the Company.</LI>

<P>&#9;Any payment you receive from this Retention Program is in addition to all other payments to
which you are entitled under any compensation, or bonus plan and under any other Company benefit or
incentive plan existing at the time this plan commences or that is instituted prior to its
conclusion.</P>

<P>&#9;Payment under this plan is subject to all regular and customary payroll taxes and
withholding.  At the election of the Executive, the Federal Tax withholding calculation used in this
payment may either be the current applicable &quot;Flat Percent Rate&quot; for bonus payments or the
applicable standard table withholding. </P>

<P>&#9;This agreement does not change or supercede any other employment or compensation agreement or
arrangement with HMI but is in addition thereto.</P>

<P>&nbsp;</P>
<P>Employee:&#9;&#9;&#9;&#9;&#9;Hungry Minds:</P>

<P>&nbsp;</P>
<P>&nbsp;</P>
<U><P>/s/ William Barry&#9;&#9;</U>   <U>4/10/01</U>&#9;<U>/s/ John J. Kilcullen&#9;&#9;</U>
<U>3/22/01</P>
</U><P>&#9;&#9;&#9;&#9;     Date&#9;&#9;&#9;&#9;&#9;       Date</P>
<P>&#9;&#9;&#9;&#9;&#9;&#9;&#9;</P>
<HR align=left SIZE=2 width="100%">
<P ALIGN="CENTER">HUNGRY MINDS</P>

<P ALIGN="CENTER">909 Third Avenue, 20<SUP>th</SUP> Floor</P>
<P ALIGN="CENTER">New York, NY 10022</P>

<P>Mr. John Harris</P>
<P>Senior Vice President &amp; CFO</P>
<P>Hungry Minds, Inc.</P>
<P>909 Third Avenue, 20<SUP>th</SUP> Floor</P>
<P>New York, NY 10022</P>

<P>Re: HMI Executive Retention Plan</P>

<P>Dear John,</P>

<P>This letter Agreement between Hungry Minds, Inc. (HMI) and John Harris (Executive) describes the
Executive Retention Program approved by the Compensation Committee of the Board of Directors.  This
plan is effective January 8, 2001 and concludes no later than June 30, 2001 subject to the
provisions outlined below.</P>

<P>&#9;The purpose of this Executive Retention Program is to provide an added financial incentive
for key Executives to continue employment with HMI during a period of critical importance to the
long-term success of the enterprise and in light of the recently announced head count reduction
program and reorganization of the company.  It is prudent to recognize the contribution, as well as
the operating importance of retaining key Executives in this situation.</P>

<P>&#9;If you do not leave the employ of the company prior to the earlier of; the date of (i) the
successful conclusion of a transaction the result of which is that the Company ceases to be a public
company required to file reports with the Securities and Exchange Commission under Section 13(a) of
the Securities Exchange Act or the sale or conveyance of all, or significant part or parts of the
Company to a new owner or owners, or (ii) June 30, 2001, you will receive a retention bonus of $
58,007.00 in a single payment.  </P>

<P>If, however, after January 8, 2001 and before the earlier of the dates defined in the above
paragraph, you resign for &quot;good reason,&quot; as defined in your employment or compensation
agreement dated May 1, 2000, a &quot;change of control&quot; event occurs, as defined in your
employment or compensation agreement dated May 1, 2000, you are terminated without cause, or your
death or incapacity, payment of your full retention bonus will be made concurrent with such event.
</P>

<P>For the purposes of this agreement, &quot;Cause&quot; for termination is defined as:</P>
<LI>your conviction of, or entry of a <I>nolo contendere</I> or guilty plea to, a felony or any
other crime involving moral turpitude, by or before a court of competent jurisdiction;</LI>
<LI>your commission of any act or acts of dishonesty or moral turpitude;</LI>
<LI>your malfeasance, fraud or willful misconduct in connection with your employment;</LI>
<LI>gross negligence by you in the performance of your duties or in the violation of the  policies
of the Company.</LI>

<P>&#9;Any payment you receive from this Retention Program is in addition to all other payments to
which you are entitled under any compensation, or bonus plan and under any other Company benefit or
incentive plan existing at the time this plan commences or that is instituted prior to its
conclusion.</P>

<P>&#9;Payment under this plan is subject to all regular and customary payroll taxes and
withholding.  At the election of the Executive, the Federal Tax withholding calculation used in this
payment may either be the current applicable &quot;Flat Percent Rate&quot; for bonus payments or the
applicable standard table withholding. </P>

<P>&#9;This agreement does not change or supercede any other employment or compensation agreement or
arrangement with HMI but is in addition thereto.</P>

<P>&nbsp;</P>
<P>Employee:&#9;&#9;&#9;&#9;&#9;Hungry Minds:</P>

<P>&nbsp;</P>
<P>&nbsp;</P>
<U><P>/s/ John Harris&#9;&#9;</U>&#9;<U>3/22/01</U>&#9;<U>/s/ William Barry&#9;</U>&#9;<U>
3/22/01</P>
</U><P>&#9;&#9;&#9;&#9;     Date&#9;&#9;&#9;&#9;&#9;       Date</P>
<P>&#9;&#9;&#9;&#9;&#9;&#9;&#9;</P>
<HR align=left SIZE=2 width="100%">
<P ALIGN="CENTER">HUNGRY MINDS</P>

<P ALIGN="CENTER">909 Third Avenue, 20<SUP>th</SUP> Floor</P>
<P ALIGN="CENTER">New York, NY 10022</P>

<P>Mr. John Ball</P>
<P>Executive Vice President &amp; Secretary</P>
<P>Hungry Minds, Inc.</P>
<P>909 Third Avenue, 20<SUP>th</SUP> Floor</P>
<P>New York, NY 10022</P>

<P>Re: HMI Executive Retention Plan</P>

<P>Dear John,</P>

<P>This letter Agreement between Hungry Minds, Inc. (HMI) and John Ball (Executive) describes the
Executive Retention Program approved by the Compensation Committee of the Board of Directors.  This
plan is effective January 8, 2001 and concludes no later than June 30, 2001 subject to the
provisions outlined below.</P>

<P>&#9;The purpose of this Executive Retention Program is to provide an added financial incentive
for key Executives to continue employment with HMI during a period of critical importance to the
long-term success of the enterprise and in light of the recently announced head count reduction
program and reorganization of the company.  It is prudent to recognize the contribution, as well as
the operating importance of retaining key Executives in this situation.</P>

<P>&#9;If you do not leave the employ of the company prior to the earlier of; the date of (i) the
successful conclusion of a transaction the result of which is that the Company ceases to be a public
company required to file reports with the Securities and Exchange Commission under Section 13(a) of
the Securities Exchange Act or the sale or conveyance of all, or significant part or parts of the
Company to a new owner or owners, or (ii) June 30, 2001, you will receive a retention bonus of $
139,743.00 in a single payment.  </P>

<P>If, however, after January 8, 2001 and before the earlier of the dates defined in the above
paragraph, you resign for &quot;good reason,&quot; as defined in your employment or compensation
agreement dated July 1, 1998, a &quot;change of control&quot; event occurs, as defined in your
employment or compensation agreement dated July 1, 1998, you are terminated without cause, or your
death or incapacity, payment of your full retention bonus will be made concurrent with such event.
</P>

<P>For the purposes of this agreement, &quot;Cause&quot; for termination is defined as:</P>
<LI>your conviction of, or entry of a <I>nolo contendere</I> or guilty plea to, a felony or any
other crime involving moral turpitude, by or before a court of competent jurisdiction;</LI>
<LI>your commission of any act or acts of dishonesty or moral turpitude;</LI>
<LI>your malfeasance, fraud or willful misconduct in connection with your employment;</LI>
<LI>gross negligence by you in the performance of your duties or in the violation of the  policies
of the Company.</LI></OL>


<P>&#9;Any payment you receive from this Retention Program is in addition to all other payments to
which you are entitled under any compensation, or bonus plan and under any other Company benefit or
incentive plan existing at the time this plan commences or that is instituted prior to its
conclusion.</P>

<P>&#9;Payment under this plan is subject to all regular and customary payroll taxes and
withholding.  At the election of the Executive, the Federal Tax withholding calculation used in this
payment may either be the current applicable &quot;Flat Percent Rate&quot; for bonus payments or the
applicable standard table withholding. </P>

<P>&#9;This agreement does not change or supercede any other employment or compensation agreement or
arrangement with HMI but is in addition thereto.</P>

<P>&nbsp;</P>
<P>Employee:&#9;&#9;&#9;&#9;&#9;Hungry Minds:</P>

<P>&nbsp;</P>
<P>&nbsp;</P>
<U><P>/s/ John Ball&#9;&#9;</U>&#9;<U>3/22/01</U>&#9;<U>/s/ William Barry&#9;</U>&#9;<U>
3/22/01</P>
</U><P>&#9;&#9;&#9;&#9;     Date&#9;&#9;&#9;&#9;&#9;       Date</P>
<P>&#9;&#9;&#9;&#9;&#9;&#9;&#9;</P>
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