EXHIBIT 10.1 - Amendment to Employment Agreement
AMENDMENT TO
EMPLOYMENT AGREEMENT
THIS AMENDMENT TO EMPLOYMENT AGREEMENT (the "Agreement"), dated effective
as of July 31, 2006, is made and entered into to amend the Employment Agreement
dated effective June 30, 2003 (the "Employment Agreement"), by and between
Peoples Education, Inc. (f/k/a The Peoples Publishing Group, Inc.), a Delaware
corporation (the "Company"), and Xxxxx X. Xxxxxxx, an individual resident of the
State of New Jersey (the "Executive").
WITNESSETH:
WHEREAS, the Company and the Executive mutually desire to amend the
Employment Agreement as set forth in this Agreement.
NOW, THEREFORE, in consideration of the foregoing and the mutual agreements
herein contained, the Company and the Executive agree as follows:
1. Amendment. The Employment Agreement shall be amended as provided in this
Agreement. Capitalized terms not otherwise defined herein shall have the
meanings ascribed to them in the Employment Agreement.
2. Compensation. The table at the end of Section 4.01 of the Employment
Agreement which specifies annual salary in the event the Executive is engaged in
the "AP Senior Advisor" role shall be amended such that for the contract year
ending July 31, 2007, the salary shall be $100,000.
3. Incentive Compensation. Executive agrees that consistent with the change
in the Company's fiscal year to periods ending May 31, that the table in Section
4.02 of the Employment Agreement shall be amended in its entirety to provide
that for the fiscal year ending May 31, 2007, that the Executive's incentive
shall be equal to 30% of the amount paid to the CEO, and that for the fiscal
year ending May 31, 2008, the incentive shall be 10% of the amount paid to the
CEO, and for the portion of the fiscal year ending May 31, 2009 included in the
contract period (the two months of June 2008 and July 2008), that the incentive
shall be 2% of the amount paid to the CEO. Executive agrees that all incentives
payable to him prior to the commencement of the fiscal year ending May 31, 2007,
have been paid in full.
4. Miscellaneous.
4.01 Governing Law. This Agreement is made under and shall be governed
by and construed in accordance with the laws of the State of New Jersey, without
regard to New Jersey's conflicts of law rules.
4.02 Prior Agreements. This Agreement and the Employment Agreement
contain the entire agreement of the parties relating to the subject matter
hereof and supersede all prior agreements and understandings with respect to
such subject matter, and the parties hereto have made no agreements,
representations or warranties relating to the subject matter of this Agreement
which are not set forth herein.
4.03 Amendments. No amendment or modification of this Agreement shall
be deemed effective unless made in writing signed and delivered by the parties
hereto.
4.04 Assignment. This Agreement shall not be assignable, in whole or
in part, by either party without the written consent of the other party.
4.05 No Waiver. No term or condition of this Agreement shall be deemed
to have been waived, nor shall there be any estoppel to enforce any provisions
of this Agreement, except by a statement in writing signed by the party against
whom enforcement of the waiver or estoppel is sought. Any written waiver shall
not be deemed a continuing waiver unless specifically stated, shall operate only
as to the specific term or condition waive and shall not constitute a waiver of
such term of condition for the future or as to any act other than that
specifically waived.
4.06 Counterparts. This Agreement may be signed in counterparts, each
of which, when executed and delivered, shall constitute one and the same
instrument.
IN WITNESS WHEREOF, the parties have hereunto set their hands, intending to
be legally bound, as of the date first above written.
PEOPLES EDUCATION, INC.
By: /s/ Xxxxx X. Xxxxxxxx
------------------------------------
Xxxxx X. Xxxxxxxx
Its: President and Chief Executive
Officer
/s/ Xxxxx X. Xxxxxxx
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Xxxxx X. Xxxxxxx
ACCEPTED AND AGREED TO
this 17th day of September, 2006.
PEOPLES EDUCATIONAL HOLDINGS, INC.
By: /s/ Xxxxx X. Xxxxxxxx
---------------------------------
Xxxxx X. Xxxxxxxx
Its: President and Chief Executive
Officer
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