EXHIBIT 10.2
EMPLOYMENT AGREEMENT DATED AUGUST 14, 2001 BETWEEN CHILDTIME LEARNING CENTERS,
INC. AND XXXXXX X. NOVAS
00000 XXXX XXX XXXX XXXX, XXXXX 000
XXXXXXXXXX XXXXX, XXXXXXXX 00000
August 14, 2001
Xx. Xxxxxx X. Novas
00000 XX 00xx Xxxxxx
Xxxxx, Xxxxxxx 00000
Re: Your Employment Agreement with Childtime Learning Centers, Inc.
Dear Xxxxxx:
Childtime Learning Centers, Inc., a Michigan corporation (the
"Company"), is pleased to offer you the position of President and Chief
Executive Officer of the Company upon the following terms of this letter
agreement (this "Employment Agreement"):
1. Employment. Beginning on the sooner of the commencement of
employment with the Company or August 29, 2001 (the "Effective Date"), you will
be the President and Chief Executive Officer of the Company, reporting
exclusively and directly to the Board of Directors of the Company and to
Xxxxxxxx Partners, a consultant engaged by the Board. You will devote your full
working time, attention and best efforts to such position and you will have such
authorities and responsibilities and perform such duties for the Company as may
reasonably be established by the Board of Directors from time to time. Your
services will be performed in the Detroit metropolitan area or at such other
locations as will be selected by the Board of Directors. In addition to your
position as President and Chief Executive Officer of the Company at all times
during the Employment Term (as defined below) you will be a member of the Board
of Directors of the Company.
2. Rights, Duties and Obligations. Your rights, obligations and duties
are governed by this Employment Agreement, as the same may be amended from time
to time in accordance with the terms hereof. There is not, nor will there be,
unless in writing signed by both of us, any express or implied agreement as to
your continued employment after the Employment Term. Any continued employment
after the Employment Term will be employment at will and your salary, benefits
and termination benefits (if any) will be determined by the Board of Directors
in its sole discretion. In the event the Board of Directors has determined not
to renew your employment beyond the Employment Term, the Board will use its best
efforts to give you notice of such decision six months before the expiration of
the Employment Term but, in no event, not less than 90 days before such
expiration.
E-2
EXHIBIT 10.2
EMPLOYMENT AGREEMENT DATED AUGUST 14, 2001 BETWEEN CHILDTIME LEARNING CENTERS,
INC. AND XXXXXX X. NOVAS
3. Compensation; Stock Options; Stock Purchase.
(a) Salary. The Company will pay you a salary during the
Employment Term at the rate of Two Hundred Seventy-Five Thousand Dollars
($275,000.00) per each twelve (12) month period commencing on the Effective Date
and each subsequent anniversary of the Effective Date (each such 12-month period
being referred to herein as a "Contract Year"), or such higher amount as may be
established by the Compensation Committee of the Board of Directors from time to
time (the "Base Salary"), payable in accordance with the Company's standard
payroll practices for executives (but in any event paid in equal installments
not less frequently than semi-monthly).
(b) Signing Bonus. In addition to the Base Salary, upon the
Effective Date the Company will pay you a cash signing bonus in an amount equal
to $50,000 (the "Signing Bonus").
(c) Annual Bonus. In addition to the Base Salary and Signing
Bonus, you will have the opportunity to earn an annual cash bonus (the "Annual
Bonus"), payable within 90 days after the end of each fiscal year during the
Employment Term, in an amount up to 100% of your Base Salary, based on the
Company's gross sales and EBITDA for each such fiscal year determined in
accordance with generally accepted accounting principles (as reflected in the
Company's audited financial statements for such year). The Annual Bonus for each
fiscal year will be determined pursuant to a formula established by the Board of
Directors within 120 days after the beginning of each such fiscal year, except
that the formula applicable to the current fiscal year will be established
within 60 days after the Effective Date.
(d) Stock Options. On the Effective Date, the Company will
grant to you, subject to shareholder approval, the following nonqualified
options (the "Stock Options") to purchase the Company's common stock: (i)
200,000 shares at an exercise price equal to the Market Price (as defined
below); (ii) 200,000 shares at an exercise price equal to $11.00 per share; and
(iii) 200,000 shares at an exercise price equal to $13.00 per share. For
purposes of this paragraph 3(d), "Market Price" means $8.11 per share, the most
recent closing price prior to the date of this Agreement of the Company's common
stock on the NASDAQ National Market System. Subject to your continued employment
with the Company and the provisions of paragraph 8, the Stock Options will be
exercisable for seven years from the date of grant and will fully vest on the
third anniversary of the Effective Date. The Stock Options will be granted on
terms substantially similar to those made available to other officers of the
Company, except as provided in this paragraph 3(d).
(e) Stock Purchase. Within 10 business days after the
Effective Date, you will purchase from the Company 15,000 shares of the
Company's common stock at a per share purchase price equal to the Market Price.
(f) Proxy. Upon becoming the beneficial owner of record of any
common shares of the Company through the exercise of the Stock Options granted
pursuant to paragraph 3(d), you agree to execute and deliver an Irrevocable
Proxy in the form of Exhibit A attached to this Employment Agreement, which
Irrevocable Proxy will give Xxxxxx X. Xxxxxxx a proxy to vote any
E-3
EXHIBIT 10.2
EMPLOYMENT AGREEMENT DATED AUGUST 14, 2001 BETWEEN CHILDTIME LEARNING CENTERS,
INC. AND XXXXXX X. NOVAS
such common shares owned by you or acquired in the future by you upon exercise
of the Stock Options granted pursuant to paragraph 3(d) (but not shares acquired
by you pursuant to paragraph 3(e), in the open market or otherwise). Any
certificate evidencing common shares of the Company issued to you upon exercise
of the Stock Options granted pursuant to paragraph 3(d) will contain, on the
back side thereof, a legend disclosing your grant of the foregoing Irrevocable
Proxy.
4. Expenses. The Company will pay or reimburse you for (a) any
reasonable expenses incurred by you on behalf of the Company in the performance
of your duties during the Employment Term and (b) the expenses of relocating
your residence to the Detroit metropolitan area, including closing costs for the
purchase or lease of a home and moving expenses, such reimbursement of
relocation expenses will be made on an after-tax basis but will not, in the
aggregate, exceed $50,000; provided that you submit to the Company all
documentation of such business or relocation expenses as may be necessary for
tax purposes and comply with such guidelines regarding reimbursement of expenses
as the Board of Directors of the Company may from time to time reasonably
establish.
5. Benefits. You will be entitled to participate in any group benefit
plans applicable to executive employees of the Company from time to time,
including medical, dental, qualified and/or non-qualified pension, 401(k),
disability and life insurance plans, and director and officer liability
insurance (collectively, the "Benefit Plans"). You will receive a monthly
automobile allowance in the amount of $750.00. You will also be entitled to and
will receive three weeks' paid vacation for each Contract Year during the
Employment Term pursuant to the Company's existing vacation policies.
6. Term. The term of your employment provided for herein (the
"Employment Term") will commence on the Effective Date and, subject to earlier
termination as provided in paragraph 7 hereof, will terminate on the third
anniversary of the Effective Date.
7. Termination of Employment. Your employment with the Company and the
Employment Term will terminate upon the occurrence of the first of the following
events:
(a) Death. Automatically on the date of your death.
(b) Disability. Upon thirty (30) days written notice by the
Company to you of a termination due to Disability, provided such notice is
delivered during the period of Disability. "Disability" means, for purposes of
this Employment Agreement, (i) if you are covered by a disability insurance
policy, the definition of "disability" in such policy, and (ii) if you are not
covered by disability insurance policy, your inability, due to injury, illness,
disease or bodily or mental infirmity, to engage in the performance of your
material duties of employment with the Company as contemplated by paragraph 1
hereof for a period of more than 120 days during any calendar year or more than
ninety (90) consecutive days, provided that interim returns to work of less than
ten (10) consecutive business days in duration will not be deemed to interfere
with a determination of consecutive absent days if the reason for absence before
and after the interim return are the same. The
E-4
EXHIBIT 10.2
EMPLOYMENT AGREEMENT DATED AUGUST 14, 2001 BETWEEN CHILDTIME LEARNING CENTERS,
INC. AND XXXXXX X. NOVAS
existence or non-existence of a Disability will be determined by a physician
mutually acceptable to us (who will be paid for by the Company), whose
determination will be final and binding.
(c) By the Company for Cause. Immediately upon written notice
by the Company to you of a termination for Cause, which notice sets forth in
reasonable detail the facts and circumstances claimed to provide a basis for
such termination. "Cause" means, for purposes of this Agreement, any one or more
of the following events: (i) your conviction or plea of guilty or nolo
contendere for the commission of either (A) a felony or (B) a crime of moral
turpitude; (ii) your embezzlement or intentional misappropriation of Company
property; (iii) your fraud on, or breach of a fiduciary duty owed to, the
Company; (iv) your repeated dishonesty in connection with the performance of
your duties and responsibilities for the Company or any intentional act or
intentional omission which you had actual knowledge would be materially
injurious to the Company; (v) your excessive, unauthorized absenteeism for
reasons other than accident, injury, illness, or your inability, whether mental
or physical, to perform the normal duties of your position; (vi) your material
breach of this Agreement, or your failure to follow the reasonable directions of
the Board of Directors within the scope of your position, which is not cured by
you within 30 days following the receipt of written notice of such breach or
failure from the Company or its successors or assigns (provided that, if your
breach or failure to perform has occurred and is cured pursuant to the foregoing
twice, no notice will be necessary under this clause as a condition to a
termination for "Cause" upon a third breach or failure to perform); or (vii) you
have been declared by a court of competent jurisdiction bankrupt or insolvent,
you have commenced a proceeding under any applicable bankruptcy, insolvency or
other creditor relief statute, or you have made an assignment for the benefit or
creditors.
(d) By the Company Without Cause. Upon written notice by the
Company to you of an involuntary termination without Cause.
(e) By You for Good Reason. Upon 30 days written notice by you
to the Company of a termination for Good Reason (which notice sets forth in
reasonable detail the facts and circumstances claimed to provide a basis for
such termination) unless the Good Reason event is cured within such 30-day
period. "Good Reason" means, for purposes of this Agreement, without your
express written consent, the occurrence of any one or more of the following: (i)
the assignment to you of duties materially inconsistent with your then-existing
authorities, duties, responsibilities and status (including offices, titles, and
reporting requirements), or any material reduction in your then-existing
authorities, duties, responsibilities or status (other than temporarily due to
your being Disabled or otherwise incapacitated); (ii) a reduction by the Company
in your Base Salary below $275,000; (iii) a material reduction in your aggregate
level of participation in any of the Company's employee welfare, benefit,
retirement or bonus plans, policies, practices, or arrangements in which you
participated; or (iv) any other material breach by the Company of this
Employment Agreement.
(f) By You Without Good Reason. Upon written notice by you to
the Company of your voluntary termination of employment without Good Reason
(which the Company may, in its sole discretion, make effective earlier than the
date of termination set forth in the notice but not earlier than the date of the
notice itself).
E-5
EXHIBIT 10.2
EMPLOYMENT AGREEMENT DATED AUGUST 14, 2001 BETWEEN CHILDTIME LEARNING CENTERS,
INC. AND XXXXXX X. NOVAS
8. Consequences of a Termination of Employment. The amounts described
in this paragraph 8 will be in lieu of any termination or severance payments
required by the Company's policy or applicable law (other than continued medical
or disability coverage to which you or your family are entitled under the
Company's then existing employment policies covering Company executives or then
applicable law or other benefits payable to you or your beneficiary under
applicable life insurance policies), and will constitute your sole and exclusive
rights and remedies with respect to the termination of your employment with the
Company. All payments under this paragraph 8 will be payable in accordance with
the Company's normal payroll procedures and policies, and the Company may
withhold from any payments made under this paragraph 8 all federal, state, city
or other taxes to the extent such taxes are required to be withheld by
applicable law.
(a) Termination Due to Death or Disability. If the Employment
Term ends on account of your termination due to death pursuant to paragraph 7(a)
above or Disability pursuant to paragraph 7(b) above, your surviving spouse, or
other beneficiary as so designated by you during your lifetime, your estate, or
you, as appropriate, will be entitled, in lieu of any other payments or
benefits, to (i) payment promptly of any unpaid Base Salary through the date of
termination, (ii) if your termination of employment occurs within the first 90
days of a fiscal year, payment, by the end of such 90-day period, of any unpaid
Annual Bonus earned with respect to the prior fiscal year, (iii) within 90 days
after the end of the fiscal year in which your termination of employment occurs,
the Prorated Portion (as defined below) of the Annual Bonus, if any, for such
fiscal year, (iv) reimbursement for any unreimbursed business expenses incurred
prior to the date of termination, and (v) any amounts, benefits or fringes due
as of the date of termination under any equity, benefit, pension or fringe plan,
grant, program arrangement (including accrued vacation) or other Benefit Plan in
which you participate (such amounts described in clauses (i) through (v) being
collectively referred to as the "Accrued Obligations"). "Prorated Portion" will
be determined by multiplying the amount of the Annual Bonus that would have been
payable to you for the fiscal year in which your termination of employment
occurs (based on the Company's performance for the entire fiscal year) by a
fraction, the numerator of which is the number of days during such fiscal year
of termination that you are employed by the Company, and the denominator of
which is 365.
(b) Involuntary Termination by the Company Without Cause or
Termination by You for Good Reason. If you are involuntarily terminated by the
Company without Cause in accordance with paragraph 7(d) above or you terminate
your employment for Good Reason in accordance with paragraph 7(e) above, you
will be entitled, in lieu of any other payments or benefits, to the following:
(i) payment of the Accrued Obligations;
(ii) payment in the amount of one year's Base Salary
(or the Base Salary in effect immediately prior to any reduction thereof which
constituted, in whole or in part, the Good Reason for your termination), payable
in a lump-sum upon the date of your termination of employment; and
E-6
EXHIBIT 10.2
EMPLOYMENT AGREEMENT DATED AUGUST 14, 2001 BETWEEN CHILDTIME LEARNING CENTERS,
INC. AND XXXXXX X. NOVAS
(iii) the extension of the exercise period for the
Stock Options for six (6) months from the date of termination of your
employment, but in no event beyond the seventh anniversary of the date of grant.
(c) Termination by the Company for Cause or Termination by You
Without Good Reason. If you are terminated by the Company for Cause or terminate
your employment without Good Reason, you will be entitled, in lieu of an other
payments or benefits, to receive only the Accrual Obligations; except for the
Prorated Portion of any Annual Bonus, which will be deemed forfeited. In the
event that you are terminated by the Company for Cause or terminate your
employment without Good Reason within 180 days from the Effective Date,
effective upon the date of such termination of employment, you will repay to the
Company a portion of the Signing Bonus determined by multiplying the Signing
Bonus paid to you by a fraction, the numerator of which is the number of months
(rounded to the closest whole number) from the Effective Date to the date of the
termination of your employment by the Company for Cause or you without Good
Reason, and the denominator of which is 6.
(d) Termination Due to Change of Control. In the event that
your employment is terminated by the Company within six months after a Change in
Control (as defined below), then you will be entitled, in lieu of any other
payments or benefits, to the following:
(i) payment of the Accrued Obligations; except that,
instead of receiving the Prorated Portion of the Annual Bonus, if any, for the
fiscal year in which your termination of employment occurs, you will be entitled
to receive a lump-sum cash payment equal to the full Annual Bonus;
(ii) a lump-sum cash payment equal to one year's Base
Salary;
(iii) immediate full vesting of the Stock Options;
(iv) the extension of the exercise period for the
Stock Options for six (6) months from the date of termination of your
employment, but in no event beyond the seventh anniversary of the date of grant;
and
(v) continuation of the benefits of the type
described in paragraph 5, to the extent provided to you and your family
immediately prior to the termination of your employment with the Company, for
the one-year period following such termination.
For purposes of this Employment Agreement, a "Change in Control" will
be deemed to have occurred on the date that (i) any "person" (as that term is
used in Sections 13(d) and 14(d)(2) of the Securities Exchange Act of 1934),
other than Childcare Associates or KD Partners II and their affiliates
(collectively, "KD Partners") and/or Xxxxxxxx Partners and its affiliates
(collectively, "Xxxxxxxx Partners"), (A) acquires beneficial ownership, directly
or indirectly, of securities of the
E-7
EXHIBIT 10.2
EMPLOYMENT AGREEMENT DATED AUGUST 14, 2001 BETWEEN CHILDTIME LEARNING CENTERS,
INC. AND XXXXXX X. NOVAS
Company representing 50% or more of the combined voting power of the Company's
then outstanding securities and (B) exercises that voting power to replace 50%
or more of the directors who were serving on the Board of Directors of the
Company prior to such acquisition or (ii) any person other than KD Partners
and/or Xxxxxxxx Partners acquires all or substantially all of the assets of the
Company (whether by purchase, merger or consolidation).
No termination of the Employment Term pursuant to this
paragraph 8 will relieve you of your obligations under paragraph 9 of this
Employment Agreement. Upon any violation of your obligations under paragraph 9,
the Company will be relieved of any obligation to pay any amount or to provide
any benefit remaining to be paid or provided to you under this paragraph 8.
9. Noncompetition/Confidentiality/Nonsolicitation.
(a) You will not at any time during your employment with the
Company and for a period of nine months after termination of your employment be
engaged, directly or indirectly (whether as an owner, officer, director,
employee, consultant, partner, investor or advisor or otherwise), in the
ownership, management or operation of, or in rendering services to or otherwise
participating in, a child care business having operations or centers within a
ten-mile radius of any Operating Center (as defined below); provided, however,
that the ownership of less than 1% of the outstanding stock of a publicly traded
company (or of a private company, but only to the extent such interest in the
private company is owned prior to, or acquired within 120 days after, the date
of this Agreement) will not, in and of itself, be deemed the ownership of such
company; provided further that this paragraph 9(a) will not be applicable if
your employment is terminated due to the non-renewal by the Company of this
Agreement upon the expiration of the Employment Term. For purposes of this
paragraph 9(a), "Operating Center" means any child care center (i) in operation
or under construction by the Company or an affiliate of the Company as of the
effective date of the termination of your employment, or (ii) which the Company
or an affiliate of the Company is ready, willing and able to open within 18
months following the effective date of your termination of employment as
evidenced by written request for governmental approvals, receipt of governmental
approvals and/or contractual agreements (including letters of intent) with
unrelated third parties in effect on the date of termination of your employment.
(b) During your employment with the Company and thereafter,
you will not disclose or make accessible to any person or entity or use in any
way for your own personal gain or to the Company's detriment any confidential
information relating to the business of the Company or any affiliate of the
Company. Upon termination of your employment with the Company for any reason,
you will immediately return to the Company all confidential materials over which
you exercise any control. Information and materials will not be deemed
confidential if already in the public domain or commonly known to others within
the child care industry through no breach of violation of this paragraph by you.
You will also not be deemed in violation of this paragraph if your disclosures
are made in compliance with a subpoena or the order of a court which you
reasonably believe to have competent jurisdiction, but only to the extent
necessary to comply with such subpoena or order; provided, however, that prior
to any such disclosure you will (i) notify the Company promptly in
E-8
EXHIBIT 10.2
EMPLOYMENT AGREEMENT DATED AUGUST 14, 2001 BETWEEN CHILDTIME LEARNING CENTERS,
INC. AND XXXXXX X. NOVAS
writing of any order or request to disclose and of the facts and circumstances
surrounding such order or request so that the Company may seek an appropriate
protective order, and (ii) if requested by the Company, cooperate with the
Company, at the Company's expense, in any proceeding to obtain an appropriate
protective order and/or to quash any such subpoena or request to disclose.
(c) You will not at any time during your employment with the
Company, and for a period of two years after the termination of such employment
for any reason, directly or indirectly, induce or solicit (i) any employee of
the Company to leave the employ of the Company, (ii) any independent contractor
to terminate any independent contractor relationship with the Company, or (iii)
any customer, tenant, lender or other party which transacts business with the
Company to adversely change any relationship with the Company.
(d) Paragraphs 9(a), (b) and (c) above are intended to protect
trade secrets and other confidential information of the Company and its
affiliates, and relate to matters which are of a special and unique character,
and their violation would cause irreparable injury to the Company, the amount of
which will be extremely difficult, if not impossible, to determine and cannot be
adequately compensated by monetary damages alone. Therefore, if you breach or
threaten to breach either of those paragraphs, in addition to any other remedies
which may be available to the Company under this Agreement or at law or equity,
the Company may obtain, as a matter of course and without the need to prove
irreparable injury or to post bond, an injunction, restraining order, or other
equitable relief against you and such other persons and entities as are
appropriate.
10. Inventions, etc. All patent, copyright, trademark and other
intellectual property rights, ideas and inventions which are developed by you
during the Employment Term in connection with the Company's business or your
duties under this Employment Agreement will be the Company's property, and you
will have no rights with respect thereto during or at any time after your
employment with the Company.
11. Miscellaneous.
(a) Assignment. Any attempt by you to assign your rights or
delegate your duties under this Employment Agreement without the prior written
consent of the Company will be void ab initio; provided that this Agreement will
inure to the benefit of and be enforceable by your personal or legal
representatives, executors, and administrators, successors, heirs, distributees,
devisees, and legatees. This Employment Agreement may and will be assigned or
transferred to, and will be binding upon and will inure to the benefit of, any
successor of the Company, and any such successor will be deemed substituted for
all purposes as the "Company" under the terms of this Employment Agreement. As
used in this Agreement, the term "successor" will mean any person, firm,
corporation or other entity which at any time, whether by merger, purchase or
otherwise, acquires all or substantially all of the assets of the Company.
(b) Governing Law. This Employment Agreement will be governed
by and construed under Michigan law, without regard to conflict of laws
principles.
E-9
EXHIBIT 10.2
EMPLOYMENT AGREEMENT DATED AUGUST 14, 2001 BETWEEN CHILDTIME LEARNING CENTERS,
INC. AND XXXXXX X. NOVAS
(c) Entire Agreement. This Employment Agreement supersedes any
prior agreements or understandings, oral or written, between the parties hereto
and is the exclusive statement of the agreement between the parties concerning
the subject matter hereof. This Employment Agreement may not be changed orally,
but only by a written agreement signed by the party against whom enforcement of
any waiver, change, modification or discharge is sought; provided that no such
written agreement will be binding against the Company unless authorized by the
Board of Directors.
(d) Severability. The provisions of this Employment Agreement
will be deemed severable, and if any part of any provision is held illegal, void
or invalid under applicable law, such provision may be construed to be changed
to the extent reasonably necessary to make the provision, as so construed,
legal, valid and binding. If any provision of this Employment Agreement is held
illegal, void or invalid in its entirety, the remaining provisions of this
Employment Agreement will not in any way be affected or impaired but will remain
binding in accordance with their terms.
(e) Counterparts; Facsimile. This Employment Agreement may be
executed in two (2) or more counterparts, each of which will be deemed to be an
original, but all of which together will constitute one and the same Employment
Agreement, and this Employment Agreement may be delivered by facsimile
transmission with the same effect as if a manually signed original were
personally delivered. Upon execution of this Agreement by both parties, this
Agreement will be binding on the parties in accordance with its terms.
(f) Beneficiaries. You may designate one or more persons or
entities as the primary and/or contingent beneficiaries of any amounts to be
received by you under this Employment Agreement. Such designation must be in the
form of a signed writing reasonably acceptable to the Board of Directors or the
Board of Directors' designee. You may make or change such designation at any
time.
(g) Notice. Any notices, requests, demands, or other
communications provided for by this Employment Agreement will be sufficient if
in writing and if delivered personally, sent by telecopier, sent by a reputable
overnight delivery service or sent by registered or certified mail. Notice to
you not delivered personally (or by telecopy where you are known to be) will be
sent to your last address on the books of the Company, and notice to the Company
not delivered personally (or by telecopy to the known telecopy number of the
person it is being sent to) will be sent to it at its principal office. All
notices to the Company will be delivered to the Chairman of the Board of
Directors or his designee designated by notice given in accordance with the
terms hereof. Delivery will be deemed to occur on the earlier of actual receipt
or tender and rejection by the intended recipient.
If this Employment Agreement correctly expresses our mutual
understanding, please execute and date the enclosed copy of this Employment
Agreement and return it to me.
E-10
EXHIBIT 10.2
EMPLOYMENT AGREEMENT DATED AUGUST 14, 2001 BETWEEN CHILDTIME LEARNING CENTERS,
INC. AND XXXXXX X. NOVAS
CHILDTIME LEARNING CENTERS, INC.
By: /s/ Xxxxxxxx Xxxxxxxx
-----------------------------------------
Name: Xxxxxxxx X. Xxxxxxxx
----------------------------
Its: Director and Authorized Agent
-----------------------------
Accepted and Agreed to:
/s/ Xxxxxx X. Novas
---------------------------
Xxxxxx X. Novas
E-11
EXHIBIT 10.2
EMPLOYMENT AGREEMENT DATED AUGUST 14, 2001 BETWEEN CHILDTIME
LEARNING CENTERS, INC. AND XXXXXX X. NOVAS
EXHIBIT A
IRREVOCABLE PROXY
The undersigned (the "Shareholder") irrevocably appoints Xxxxxx X.
Xxxxxxx, or his designee ("Proxy"), as his proxy, with full power of
substitution, and authorizes Proxy to represent and to vote all of the shares of
Common Stock, no par value, of Childtime Learning Centers, Inc., a Michigan
corporation (the "Corporation"), held of record or beneficially owned by
Shareholder or his or her legal representative and acquired pursuant to the
exercise of options granted under the letter agreement referred to below, in any
manner deemed appropriate by Proxy, in his or her sole discretion, with respect
to any issues and matters which may properly come before any meeting of the
shareholders of the Corporation and on which the Shareholder or his or her legal
representative is entitled to vote, including voting such shares by written
consent in accordance with the Articles of Incorporation (the "Articles") and
Bylaws (the "Bylaws") of the Corporation and applicable law.
This Irrevocable Proxy is coupled with an interest and is given
pursuant to the terms of a letter agreement dated August 14, 2001, between the
Corporation and the Shareholder. The Shareholder will execute and deliver such
renewals and modifications of this Irrevocable Proxy as may be necessary to
continue its validity beyond any limitation imposed by the Articles, Bylaws or
applicable law.
This Irrevocable Proxy has been duly executed and delivered on August
14, 2001.
/s/ Xxxxxx X. Novas
--------------------
Xxxxxx X. Novas
E-12
