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Exhibit 10.28
CONVERSION AGREEMENT
THE PRINCETON REVIEW, INC.
This Conversion Agreement is between ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ("you") and The Princeton
Review, Inc. ("TPR" or "we"), and is subject to the terms of any Employment
Agreement between us. It concerns your rights to phantom stock units ("PSUs")
held pursuant to The Princeton Review Companies Phantom Stock Plan (the "PSU
Plan") and stock appreciation rights ("SARs") pursuant to The Princeton Review
Companies Stock Appreciation Rights Plan (the "SAR Plan").
Cash or TPR Stock for PSUs
You own some vested and/or unvested PSUs. TPR is buying back these PSUs for
$192,791.67 this payment is subject to regular withholding taxes (which are
about 40%).
Under our conversion plan, we are granting you the right to buy up to 30,847
shares, at a price of $6.25 each, of Series B Common Stock of The Princeton
Review, Inc. ('New TPR'), a company that will be formed as the parent of TPR,
subject to the Stockholders Agreement dated as of April 1, 2000.
Please check one of the three boxes below:
[ ] You Want Cash! We will distribute cash for your PSUs as soon as
administratively practicable after April 7, 2000. (Note: If you do not
sign this Conversion Agreement by April 7, 2000, we will cash out of
all of your vested PSUs in this way.)
[ ] You Want As Much Stock as You Can Get Without Putting in Cash. If you
choose this option, we will issue you stock at $6.25 per share. The
value of this stock will equal $192,791.67 minus taxes withheld from
it.
[X] You Want 25,000 Shares of Stock (subject to the share limit above): We
will either pay you (or ▇▇▇▇ you) the difference between the after-tax
amount we are paying you and the cost of the shares you want, as soon
as administratively practicable after April 7, 2000.
Student Advantage Stock.
In addition to the payment above, we will distribute 726 shares of stock of
Student Advantage, Inc. to you, as soon as administratively practicable
following March 31, 2000. This stock is currently trading around $11.00; sale is
restricted through April 7, 2001. You may elect to pay the withholding on this
stock, or have us withhold some shares and pay the tax.
Please check one of the two boxes below:
[X] You Will Pay the Taxes: In this event, TPR will ▇▇▇▇ you as soon
administratively practicable, and you will pay us immediately for the
amount required to be withheld (roughly $4 for each share).
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[ ] TPR Will Pay the Taxes: TPR will withhold a number of shares of stock of
Student Advantage, Inc., that otherwise would be granted to you pursuant
to this Conversion Agreement, to equal the amount required to be
withheld.
Waiver of PSU and SAR Rights:
You hereby irrevocably waive and relinquish (a) all rights you may have as of
the date hereof to any outstanding vested or unvested PSUs you held; (b) all
rights you would have had to receive additional PSUs after the date hereof
pursuant to the PSU Plan; and (c) all rights you may have as of the date hereof
to any SARs.
Homework:
By signing below, you acknowledge that you obtained the following documents
through TPR's email system, and agree to the terms of, and join, the
Stockholders Agreement:
1. Risk Factors Applicable to an Investment in The Princeton Review;
2. The Princeton Review, Inc. 2000 Stock Incentive Plan;
3. A summary of the material terms of The Princeton Review, Inc. 2000
Stock Incentive Plan;
4. A summary of the material terms of the Princeton Review, Inc.
Conversion Agreement;
5. A sample of the Stock Option Grant letter for issuances of stock
options under The Princeton Review, Inc. 2000 Stock Incentive Plan;
6. A balance sheet of The Princeton Review, Inc. dated as of December 31,
1999;
7. Statements of income, cash flows and stockholders' equity of The
Princeton Review, Inc. for each of 1999 and 1998
Agreed to this 4/10/00
/s/ ▇▇▇▇ ▇▇▇▇▇▇▇ 4/18/00 /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
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Chief Executive Officer ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
