0001206774-06-001117 Sample Contracts

EMPLOYMENT AGREEMENT THE PRINCETON REVIEW, INC.
Indemnification Agreement • May 10th, 2006 • Princeton Review Inc • Services-educational services • Delaware

This Agreement is between Margot Lebenberg (“Exec”) and The Princeton Review, Inc. (“TPR”), and is subject to the terms of the Executive Compensation Policy Statement, the current form of which is attached as Exhibit A (the “Policy Statement”). Terms may be defined in The Princeton Review Glossary dated March lst, 2004. This Agreement supersedes any previous employment agreement.

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RESTRICTED STOCK GRANT THE PRINCETON REVIEW, INC.
Restricted Stock Agreement • May 10th, 2006 • Princeton Review Inc • Services-educational services

Subject to the restrictions, terms and conditions of the Stock Incentive Plan and this Restricted Stock Agreement (this “Agreement”), the Company hereby awards to you _______ shares of validly issued Common Stock (the “Shares”). You shall pay the Company the par value ($0.01) for each Share awarded to you simultaneously with the execution of this Agreement. Pursuant to this Agreement, the Shares are subject to certain restrictions, which restrictions relate to the passage of time as an employee of the Company or a Related Company. While such restrictions are in effect, the Shares subject to such restrictions shall be referred to herein as “Restricted Stock.”

EMPLOYMENT AGREEMENT THE PRINCETON REVIEW, INC.
Employment Agreement • May 10th, 2006 • Princeton Review Inc • Services-educational services

This employment Agreement is between Young Shin (“Exec”) and The Princeton Review, Inc. (“TPR’’), and is subject to the terms of the current form of the Executive Compensation Policy Statement, a copy of which is attached as Exhibit A (the “Policy Statement”) and of a letter agreement between the parties of even date herewith. Terms may be defined in The Princeton Review Glossary, the current form of which governs this Agreement and is attached as Exhibit B. This Agreement supersedes any previous employment agreement.

PERFORMANCE-BASED DEFERRED STOCK GRANT THE PRINCETON REVIEW, INC.
Princeton Review Inc • May 10th, 2006 • Services-educational services

Subject to the restrictions, terms and conditions of the Stock Incentive Plan and this agreement (this “Agreement”), the Company hereby awards to you a deferred stock award for the right to receive a target amount of ________ shares of Common Stock (the “Award”), subject to adjustment based on the achievement of the financial performance goals set forth herein, in respect of the period from January 1, 2006 through December 31, 2007 (the “Deferral Period”). One-half of the target award shall be earned based on the achievement of Budgeted Earnings Per Share for the Deferral Period and one-half of the target award shall be earned based on the achievement of Budgeted Return on Assets for the Deferral Period.

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