EXHIBIT 10.21
EMPLOYMENT AGREEMENT
This Employment Agreement is dated as of June 4, 1996, between Nobel
Education Dynamics, Inc., a Delaware corporation ("Employer") and Xxxxxxx X.
Xxxxxxxxxx, an individual. residing at 0000 Xxxx Xxxxxx, Xxxxxxxxxxxx, XX 00000
("Executive").
Background
Executive wishes to be employed as Vice President of Education of Employer,
and to be responsible for the functions and duties assigned to this position,
and Employer wishes to assure itself of the services of Executive, and, upon the
conditions hereinafter provided, Executive and Employer are prepared to enter
into this employment agreement.
Terms
Now, Therefore, in consideration of the premises and mutual covenants and
obligations hereinafter set forth, intending to be legally bound hereby, the
parties hereto agree as follows:
1. Employment; Scope of Duties.
1.1 Subject to and upon the terms and conditions set forth herein,
Employer hereby employs Executive in the capacity of Vice President of
Education, and Executive hereby accepts such employment and agrees to render her
services exclusively to Employer, its subsidiaries and affiliates, in such
capacity or similar capacity, and faithfully, diligently and to the best of her
ability. Executive will perform those duties and responsibilities as may from
time to time reasonably be specified by Employer. Such duties and
responsibilities will initially include, without limitation, those duties set
forth in Exhibit A attached hereto.
1.2 Executive will devote her full business and professional time, energy
and skill exclusively to the service of Employer, its subsidiaries and
affiliates and to the promotion of its interests in accordance with the duties
assigned to her by Employer hereunder and will not render services of a
business, professional or commercial nature to any other person or firm, whether
for compensation or otherwise; provided, however, that the foregoing shall not
be construed as preventing Executive from (a) making investments in other
businesses or enterprises which do not provide services which are in competition
with those provided by Employer, provided such investments do not require the
provision of other than incidental services by Executive to the operation or
affairs of such businesses or enterprises or (b) serving on the board of
community and nonprofit organizations which do not provide services which are in
competition with those provided by Employer; provided further that, in the case
of both clauses (a) and (b), the provision thereof will not interfere with the
performance of Executive's duties hereunder. Executive shall serve, without
additional compensation, as an officer of Employer and its subsidiaries or
affiliates, if duly elected as such. If Executive is duly elected and she
consents to serve as a director of Employer or its subsidiaries or affiliates,
she shall not be entitled to any additional compensation.
2. Term. The term of Executive's employment will commence on June 17, 1996
and end on June 18, 1999, unless and until terminated earlier pursuant to the
provisions of this Agreement (said period during which Executive is employed
full time pursuant to this Agreement is hereinafter referred to as the
"Employment Period").
3. Compensation. As compensation and consideration for Executive's services
and responsibilities under this Agreement, Employer will pay Executive, and
Executive will accept, the compensation and benefits set forth in this Section
3.
3.1 Base Salary. Employer shall pay to Executive a gross salary at the
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annual rate of Eighty-Five Thousand Dollars ($85,000) (hereinafter "Base
Salary"), payable at such intervals as Employer pays the salaries of its
executive employees generally (currently every two weeks), but not less
frequently than monthly. It is understood that nothing contained herein shall
prevent Employer from increasing the compensation provided herein to be paid to
Executive, either permanently or for a limited period, or of providing
additional compensation to Executive based upon the earnings or business
successes of Employer if Employer, in its sole discretion, deems it advisable to
do so in order to recognize and fairly compensate Executive for the value of her
services to Employer; but nothing contained herein shall in any manner obligate
Employer to make any such increase or provide any such additional compensation.
Executive's salary will be reviewed each year in February and any increase
earned will become effective on March 1.
3.2 Bonuses. Executive shall be eligible for an annual bonus according to
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a bonus plan to be established annually by Employer, in its sole discretion,
such plan to incorporate projects determined by Employer's Chief Executive
Officer in conjunction with Executive as part of Employer's annual business
planning process; provided that each bonus plan shall allow Executive to earn up
to 30% of Executive's Base Salary based on achievement of individual objectives
and 10% of Executive's Base Salary based on the overall performance of Employer
(for a total of up to 40% of Executive's Base Salary). Bonuses shall be
calculated on a fiscal year basis, and shall be prorated for partial years. The
bonus plan for the 1996 fiscal year is attached hereto as Exhibit B. The bonus
with respect to any fiscal year shall be payable within 30 days of the date that
Employer receives from its auditors such auditor's report on its financial
statements for such fiscal year and shall not be payable to Executive, nor be
deemed to have accrued, unless she is employed by Employer on the date of
scheduled payment.
3.3 Stock Options. On the first day of the Employment Period, Employer
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will grant to Executive the option (the "Option") to purchase 2,000 shares of
Employer's Common Stock, such grant to be pursuant to and subject to the terms
of Employer's standard form of Non-Qualified Stock Option Agreement ("Stock
Option Agreement") attached hereto as Exhibit C. The Option shall be subject to
a three-year vesting schedule, with the Option becoming exercisable with respect
to one-third of the shares subject to the Option on each of the first, second
and third anniversary dates of the first day of the Employment Period if the
conditions set forth in the Stock Option Agreement have been satisfied. The
exercise price under the Option will equal the mean between the highest and
lowest quoted selling price of Employer's common stock on the NASDAQ Small Cap
Market on the
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first day of the Employment Period. In the future, Executive will
be eligible for grants of additional stock options based on performance at the
sole discretion of Employer's Board of Directors (or the Compensation Committee
of the Board of Directors).
3.4 Car Allowance. Executive will be provided a $6,000 per year car
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allowance to cover all car expenses, including gasoline (provided that, in the
case of trips to a destination which is 100 miles or more from Employer's
corporate headquarters, Executive will be reimbursed for the cost of gasoline
relating to the trip). Such car allowance shall be paid proportionately in each
pay period.
3.5 Vacation. Executive will be entitled to three (3) weeks vacation per
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year (unless and until Employer's policies specify additional vacation based on
longevity of service). All vacation periods requested must be approved by
Executive's manager. Vacation is on a "use or lose" basis, which means that
carryover from year to year will not be permitted. Vacation balances will be
forfeited if not used by the applicable anniversary date of the first day of the
Employment Period.
3.6 Sick Leave. Executive will be paid for all reasonable sick days.
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3.7 Other Benefits. Executive shall be entitled to participate in all
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group health, group life insurance, disability, hospital, medical plans and
retirement plans according to Employer's policies for executive management
personnel (or as may be decided by Employer if said items are discretionary with
Employer). Such plans currently include:
(a) 100% payment by Employer of medical insurance (which currently is
provided by US Healthcare's HMO plan) (dental coverage is currently available
for an extra premium payable by Executive);
(b) the Nobel Education Dynamics 401(k) Savings Plan (in which
Executive will become eligible to participate upon the first open enrollment
period occurring after one year of service); provided that participation may be
limited by Federal laws relating to the participation level of lower wage
earners;
(c) tuition reimbursement (the current features of which include the
requirement that courses be job-related and pre-approved, that reimbursement is
limited to a specified maximum amount and that a minimum grade be achieved as a
condition to reimbursement);
(d) term life insurance equal to $10,000 plus one times Executive's
Base Salary;
(e) a short-term disability insurance that extends coverage for a
period of 26 weeks at a rate of 65% of Executive's Base Salary with a maximum
weekly benefit of $325.
4. Reimbursement of Expenses. Executive shall be allowed reasonable business
expenses in connection with the performance of her duties hereunder upon
submission by Executive of vouchers or itemized statements thereof prepared in
compliance with such rules relating thereto as Employer
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may from time to time adopt (which rules may include the requirement that the
Executive receive advance approval of such expenses) and as may be required in
order to permit such payments as proper deductions to Employer under the
Internal Revenue Code and the rules and regulations adopted pursuant thereto now
or hereafter in effect.
5. Facilities. Executive shall be entitled to an office appropriate to her
position and such secretarial services as are reasonably necessary to the
performance of her duties.
6. Photographs. Employer shall have the right to photograph Executive during
the course of Executive's employment or at such other times when not at work, by
camera, film, television, tape radio or other yet developed media, or record
Executive in formal or informal conversation, interview, training sessions,
etc., any of which may be in the format of a pre-planned program or in a
spontaneous interview. Such photographs, replicas, tapes, films, etc., maybe
used by Employer or its affiliates or its advertising agency for commercial
purpose, on labels, training films or other media at Employer's sole discretion.
Executive's image, its replica, in whole or portions thereof, may be used.
Executive maybe photographed individually or in a group. Executive's
compensation fully stated herein, includes full and complete payment for all of
the above and Executive hereby waives any further compensation, royalties, etc.,
and further agrees to forebear from taking any action, legal or otherwise,
against Employer or its affiliated companies with respect to the foregoing.
7. Termination.
7.1 Early Termination of Employment Period. Notwithstanding Section 2,
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the Employment Period shall sooner terminate upon the close of business on the
earliest to occur of the dates specified below:
(a) the date of death of Executive;
(b) the date upon which Employer shall have given Executive written
notice of the termination of her employment hereunder for "disability" (as
defined in Section 7.2); and
(c) the date upon which Employer shall have given to Executive written
notice of the termination of her employment for "cause" (as defined in Section
7.3).
7.2 Definition of "Disability". For purposes of this Agreement, the term
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"disability" shall mean that she cannot substantially perform her duties
hereunder and either (i) such condition results in her being unable to
substantially perform her duties hereunder for a period of 60 days in any 365
day period or (ii) in the opinion of a physician of recognized local standing
Executive is so disabled or incapacitated and she is unlikely to recover from
such condition in a period of less than 60 days. Determination of disability and
the date thereof shall be reasonably made by Employer, relying on certificates
of physicians, and Employer's decision shall be conclusive and binding, in the
absence of fraud. If the Board of Directors of the Company so requests,
Executive will submit to an examination by such a physician to determine whether
the criteria set forth in this paragraph are satisfied. If
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Executive refuses to cooperate in submitting to an examination as requested by
Employer, Executive shall immediately be deemed "disabled" for the purposes of
this Agreement.
7.3 Definition of "Cause". For purposes of this Agreement, the term
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"cause" shall include, but not be limited to, any one of the following
conditions or any one of the following events:
(a) Executive's habitual intoxication or drug addiction;
(b) violation of Employer's policies with respect to harassment
(sexual or otherwise);
(c) refusal or failure by Executive to perform such reasonable duties
as may reasonably be delegated or assigned to her, consistent with her position,
by Employer;
(d) failure to devote her entire full week business to the duties of
the position as provided herein, except permitted vacation periods and/or
sickness leave;
(e) continuing inattention or neglect by Executive of her duties
hereunder, which inattention is not the result of illness or accident;
(f) willful or wanton misconduct or negligence by Executive in
connection with the performance of her duties;
(g) the material breach of any provisions of this Agreement;
(h) the commission by Executive of a felony or participation in any
fraud;
(i) dishonesty detrimental to the best interest of the Company or any
of its affiliates; and
(j) involvement in any matter which could, in the Company's sole
opinion, cause prejudice or embarrassment to the Company's business.
provided, that, in the case of clauses (c), (d), (e) or (g) of this Section 7.3,
there shall not be "cause" unless Employer has first given Executive written
notice specifying in reasonable detail the circumstances on which Employer
believes there is "cause" for termination and Executive has failed to remedy the
same with 15 days after the date of such notice or unless the condition or event
is not subject to cure.
7.4 Effect of Early Termination on Compensation. If the Employment Period
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is terminated as provided in Section 7.1 (including by reason of Executive's
death), Executive shall be entitled to receive only the compensation set forth
in Section 3 accrued but unpaid as of the date of termination and all benefits
shall terminate as of such date (except to the extent otherwise provided
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by law). Under no circumstances shall Executive be entitled to any compensation
except as set forth in this Section 7.4, including without limitation any
severance pay or termination indemnity. Employer shall pay any funds provided
for in this Section 7.4 to Executive, her estate or legal representative, as the
case may be.
8. Expiration of Employment Period. On termination of the Employment Period,
neither party shall be under any obligation to renew Executive's employment with
Employer and, unless otherwise agreed by both parties in writing, any continued
employment of Executive by Employer shall be on an "at will" basis.
Notwithstanding any of the foregoing to the contrary, Executive's covenants
under Section 10 shall continue so long as she is employed by Employer and for
any additional periods specified therein.
9. Executive Representations. Executive represents and warrants to Employer
that she is not a party to or bound by any agreement, arrangement or
understanding, written or otherwise, which prohibits or in any manner restricts
her ability to enter into and fulfill her obligations under this Agreement
and/or to be employed by and serve Employer in an executive capacity. Executive
will indemnify and hold harmless Employer from any claims, liabilities, damages,
costs or expenses (including legal fees) resulting from third-party claims of
any such conflict or breach.
10. Certain Covenants of Executive.
10.1 Records. All records of the accounts of customers and any other
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records and books relating in any manner whatsoever to the customers or business
of Employer, whether prepared by Executive or otherwise coming into her
possession, shall be the exclusive property of Employer regardless of who
actually purchased the original book or record. All such books and records shall
be immediately returned to Employer by Executive on any termination of her
employment for whatever reason.
10.2 Intellectual Property. All rights in and to any and all inventions,
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ideas, techniques, methods, developments, works, improvements and other forms of
intellectual property (including, without limitation, all matters relating to
curriculum and curriculum techniques) ("Intellectual Property"), whether or not
patentable, which Executive (either alone or in conjunction with others)
conceives, makes, obtains or reduces to product or commences so to do during her
employment with Employer are and shall be the property of Employer. The
foregoing shall not apply to Intellectual Property unrelated to any subject
matter of actual or potential concern or interest to Employer or any of its
affiliates which are not conceived, made, obtained or reduced to product in the
course of Executive's employment or with the use of the time, material or
facilities of Employer or any of its affiliates. Executive will make full and
prompt disclosure to Employer of all Intellectual Property and, at Employer's
request and expense but without additional compensation to Executive during her
employment hereunder and with reasonable compensation thereafter, will at any
time or times execute and deliver such foreign and domestic patent, trademark or
copyright applications, assignments and other papers and take such other action
(including without limitation testifying in any legal proceedings) as Employer
considers necessary to vest, perfect, defend or maintain Employer's rights
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in and to such Intellectual Property. The provisions of this Section 10.2 shall
survive the termination, for any reason, of this Agreement.
10.3 Nondisclosure of Confidential Information.
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(a) Executive shall not, during the period that Executive is employed
by Employer or provides consulting services to Employer or thereafter, unless
authorized to do so in writing by Employer, directly or indirectly disclose or
permit to be known to, or used for the benefit of, any person, corporation or
other entity (outside of the employ of Employer), or herself, any confidential
information acquired by her during the course of or as an incident to her
employment or association with Employer, whether or not pursuant to this
Agreement. For the purposes of this Section 10.3, the term confidential
information shall include, but not be limited to, all trade secrets,
confidential or proprietary knowledge or information with respect to the conduct
or details of Employer's business including, but not limited to, lists of
customers or suppliers of Employer's business, pricing strategies, business
files and records, trade secrets, curriculum, processes, costs, designs,
marketing methods or any other financial, educational, curricular or other
information about Employer's business or curriculum not in the public domain.
The term "confidential information" shall not include any information which (i)
is generally available to the public as of the date hereof, (ii) becomes
generally available to the public after the date hereof, provided that such
public disclosure did not result, directly or indirectly, from any act, omission
or fault of Executive, or (iii) becomes available to Executive after the date of
termination of her employment with Employer on a non-confidential basis from a
source other than Employer or its agents, provided that such source is not bound
to Employer or its representatives by agreement, fiduciary duty or otherwise not
to disclose such information.
(b) All confidential information described in Section 10.1 shall be
the exclusive property of Employer, and Executive shall use her best efforts to
prevent any publication or disclosure thereof. Upon termination of Executive's
employment with Employer, Executive shall return to Employer all documents,
records, reports, writings and other similar documents containing confidential
information, including copies thereof, then in her possession or control.
(c) All correspondence, memoranda, notes, records, reports, plans and
other papers and items delivered to Executive by Employer shall be the property
of Employer, and Executive will deliver all copies thereof to Employer on
termination of this Agreement or on earlier request.
10.4 Nonsolicitation. Executive will not during the period that Executive
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is employed by Employer or provides consulting services to Employer and for an
additional period of two years thereafter (a) employ any employee who was on the
payroll of Employer as of the date of Employee's separation or within one year
prior thereto or (b) cause or solicit, directly or indirectly, the resignation
of any person employed by Employer on the date of Employee's separation.
10.5 Restrictive Covenant. During the period that Executive is employed
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by Employer or provides consulting services to Employer and for an additional
period of two years thereafter,
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Executive will not, directly or indirectly, own, manage, operate, control, be
employed by, participate in, or be connected in any manner with the ownership,
management, operation, or control of any for-profit business or other for-profit
operation which owns, manages or provides educationally related services to
private schools or preschools or child care centers (other than private schools
restricted to post-High School education) located within 25 miles of any private
school or preschool or child care center operated or planned by the Company or
any of its subsidiaries or affiliates.
10.6 Survival. The provisions of this Section 10 shall survive the
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termination, for any reason, of the Employment Period and of this Agreement, and
shall continue, in the case of Sections 10.2 and 10.3, without termination, and,
in the case of Sections 10.4 and 10.5, for the period contemplated therein
(including any extended period as provided in Section 10.7).
10.7 Remedies. Executive acknowledges that if she breaches her promises
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set forth in this Section 10, Employer will suffer irreparable damages, the
amount of which will be impossible to ascertain and which cannot be reasonably
or adequately compensated in an action of law. Accordingly, Employer shall be
entitled, if it so elects, to institute and prosecute proceedings in any court
of competent jurisdiction, either at law or in equity, to obtain damages for any
breach or to enforce specific performance of the provisions or to enjoin
Executive from committing any act in breach of this Agreement. The remedies
granted to Employer in this Agreement are cumulative and are in addition to
remedies otherwise available to Employer at law or in equity. If Employer is
obliged to resort to the courts for the enforcement of a covenant of Executive
contained in Section 10.3, 10.4 or 10.5 such covenant shall be extended for a
period of time equal to the period of such breach, which extended period will
commence on the later to occur of (i) the date on which the original
(unextended) term of such covenant is scheduled to terminate or (ii) the date of
the final court order (without further right of appeal) enforcing such covenant.
11. Arbitration of Certain Disputes.
11.1 In the event of any dispute as to the ability of Employer to
terminate Executive's employment pursuant to Section 7.1, the parties shall
submit such dispute to be settled by arbitration before a panel of three
arbitrators in Philadelphia, Pennsylvania, conducted in accordance with the
rules of the American Arbitration Association ("AAA"). A determination by a
majority of the panel shall be binding upon and enforceable against each party.
Judgment upon an award made as a result of any such arbitration proceeding may
be entered in any court having competent jurisdiction.
11.2 Employer and Executive shall each choose one arbitrator and the
arbitrators selected by the parties shall then select the third arbitrator. If
the arbitrators selected by the parties fail to select the third arbitrator
within ten business days of notification of their appointment, the third
arbitrator shall be selected by the AAA. The arbitrator designated by the
party-appointed arbitrators shall be the Chairman of the arbitration panel. If
an arbitrator dies, refuses to act, or becomes incapable, unfit, or incompetent
to act before hearings are complete and an award is rendered, a successor
arbitrator shall be selected according to the provisions set forth above
governing the selection of the arbitrator being replaced.
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11.3 Except for the obligations to arbitrate disputes relating to the
ability of Employer to terminate Executive's employment pursuant to Section 7.1,
none of the rights or remedies provided in this Agreement shall be deemed an
exclusive remedy or otherwise limit either party's right to pursue any remedy
provided by law.
12. Miscellaneous
12.1 Binding Effect. This Agreement shall become effective as of the date
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hereof and, from and after that time, shall extend to and be binding upon
Executive, her personal representative or representatives and testate or
intestate distributees, and upon Employer and its successors and assigns;
provided that this Agreement shall be assignable by Employer to an affiliate or
any person, firm or corporation which may become a successor in interest to
Employer in the business presently operated by it or which may acquire all or
substantially all of Employer's assets or a majority of Employer's voting
capital stock. The term "affiliate" used in this Agreement shall mean any
entity that directly or indirectly through one or more intermediaries, controls
or is controlled by or is under common control with Employer, or is a successor
of Employer. This Agreement may not be assigned by Executive.
12.2 Survival of Certain Provisions. It is expressly understood by the
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parties to this Agreement that certain provisions, rights, and obligations
pursuant to this Agreement, are expressly meant to survive the termination of
the Employment Period and the termination of this Agreement and shall be given
full effect pursuant to their terms.
12.3 Consent to Jurisdiction; Waiver of Time Restrictions. Each party
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hereto (i) agrees that any and all actions or proceedings hereunder or relating
in any way to this Agreement (other than a matter covered by Section 11) shall
be brought only in the United States District Court for the Eastern District of
Pennsylvania; (ii) consents to in personam jurisdiction and venue in the United
States District Court for the Eastern District of Pennsylvania; (iii) waives the
right to contest the subject matter and in personam jurisdiction and venue in
the United States District Court for the Eastern District of Pennsylvania on any
ground; and (iv) agrees that service of process upon it can be made by certified
mail, return receipt requested, to his or its address referred to in Section
12.4 and agrees promptly to notify the other party hereto of any change of such
address. Notwithstanding the foregoing, in the event it is determined that the
United States District Court for the Eastern District of Pennsylvania should
lack subject matter jurisdiction for any reason, each party hereto agrees that
any and all actions or proceeding hereunder or relating in any way to this
Agreement shall be brought only in the Court of Common Pleas of Delaware County,
Pennsylvania, and consents to in personam jurisdiction and venue in such court
and waives the right to contest the subject matter and in personam jurisdiction
and venue in such court on any ground. Further, each party waives all time
restrictions on discovery relating to any action to enforce any covenant set
forth in Section 10.
12.4 Notices. Any notice required or permitted to be given under this
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Agreement shall be in writing and shall be delivered by hand or be sent by
certified mail or overnight courier addressed
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to Executive at her address set forth in the first paragraph of this Agreement
and to Employer at Nobel Education Dynamics, Inc., Rose Tree Corporate Center
II, 0000 Xxxxx Xxxxxxxxxx Xxxx, Xxxxx, XX 00000, Attn. President, with a copy to
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Nobel Education Dynamics, at the same address, Attn: General Counsel, or to such
other address as either of such parties may designate in a written notice served
upon the other party in the manner provided herein. Any such notice shall become
effective upon being mailed or, in the case of delivery by hand or overnight
courier, upon receipt.
12.5 Governing Law. This Agreement is made and delivered in the
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Commonwealth of Pennsylvania and shall be construed and enforced in accordance
with the laws of the Commonwealth of Pennsylvania, without giving effect to
principles of conflicts of law.
12.6 Prevailing Party. Should any party default in performance of any of
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the terms and conditions of this Agreement which results in a lawsuit for
damages, specific performance or other remedy, the prevailing party in such law
suit shall be entitled to its reasonable attorneys' fees and court costs from
the nonprevailing party. For the purposes of this Section 12.6, in any action
with respect to the enforcement of a covenant set forth in Section 10, Employer
shall be deemed to have prevailed if any such covenant is enforced in part, even
if the applicable court exercises its discretion to limit or reduce the duration
or scope thereof or enforces only certain of such covenants.
12.7 Entire Agreement; Modifications. This instrument contains the entire
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agreement of the parties relating to the subject matter hereof, and there are no
agreements, representations or warranties not herein set forth. This Agreement
supersedes any prior written or oral agreement or understanding relating to the
subject matter hereof. No modification of this Agreement shall be valid unless
in writing and signed by the parties hereto. A waiver of the breach of any term
or condition of this Agreement shall not be deemed to constitute a waiver of any
subsequent breach of the same or any other term or condition.
12.8 Severability; Savings Clause. If any term or provision of this
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Agreement or the application thereof to any person or circumstance shall, to any
extent, be held invalid or unenforceable by a court of competent jurisdiction,
the remainder of this Agreement or the application of any such term or provision
to persons or circumstances other than those as to which it is held invalid or
unenforceable, shall not be affected thereby, and each term and provision of
this Agreement shall be valid and enforceable to the fullest extent permitted by
law. If any of the provisions contained in this Agreement shall for any reason
be held to be excessively broad as to duration, scope, activity or subject, it
shall be construed by limiting and reducing it, so as to be valid and
enforceable to the extent compatible with the applicable law or the
determination by a court of competent jurisdiction.
12.9 Attorney Review. Executive acknowledges that this Agreement will have
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important legal consequences and imposes significant requirement on Executive,
including the obligation to refrain from certain activities after the
termination of her employment or consultancy with Employer. Accordingly,
Executive acknowledges that Employer has recommended that she retain legal
counsel to review this Agreement and that she has been provided with adequate
time to obtain such review.
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IN WITNESS WHEREOF, the undersigned have executed this Agreement the date
and year first written above.
NOBEL EDUCATION DYNAMICS, INC.
By:________________________________________
X. X. Xxxxx
Chairman, President and Chief Executive Officer
EXECUTIVE:
_____________________________
Xxxxxxx X. Xxxxxxxxxx
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EXHIBIT A
Partial List of Duties and Responsibilities
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1) The quality of the education programs at Nobel.
2) Chair the Education Advisory Board and bring to the Board experienced
outside educators to collaborate with Nobel's internal educators.
3) Set the standards and policies for the education component of Nobel
and managing the adherence to these standards and policies.
4) Manage the curriculum conversions and principal/teacher re-training
for Nobel's conversions from childcare centers to preschools.
5) Oversee the implementation of Nobel's education programs and evaluate
of the programs via the achievement levels of our students.
6) Determine the appropriate methods and testing programs to determine
achievement levels of our students.
7) Be cognizant of the state-of-the-art in education; methods, tools and
technologies.
8) Be cognizant of the various education reform movements and methods
such as charter schools, vouchers, privatization, management
organizations, etc..
9) Maintain and expand our NIPSA accreditation. Investigate other
accreditation agencies. Represent Nobel Education at NIPSA meetings.
10) Promote of Nobel Education's reputation and programs via participation
in selected education and financial conferences, guest lecturing and
articles in appropriate journals.
11) Coordinate the internship and the Nobel training programs with
UOP/Xxxxxxx, and possible other universities.
12) Parent and teacher training seminars.
13) Quantify parents and teacher satisfaction via periodic surveys.
14) Track of Nobel student successes post-Nobel.
15) Collaborate with the appropriate experts of companies in establishing
and implementing after-school, weekend and summer student tutorial
programs.
16) Participate as part of the overall Nobel Education executive team.
17) Prepare each year of an "Educational" department budget, which must be
approved by the CEO.
EXHIBIT B
1996 BONUS PLAN
for Vice President of Education
In fiscal year 1996, Executive will be governed by the following bonus plan,
which shall be prorated for the portion of the 1996 fiscal year in which
employed (June 17, 1996 through December 31, 1996):
Executive shall receive 10% of her base salary (pro-rated) if the Company
achieves its pretax income plan in 1996, which is $4,587,000 (to be adjusted for
acquisitions).
Executive shall receive an additional bonus of up to an additional 30% of her
base salary (pro-rated) for achieving specific tasks or projects successfully in
fiscal year 1996 as defined below:
1. Establish and chair an effective Education Advisory Board of inside and
outside educators, whose responsibilities it is to review Nobel's
curriculums, educational tools, methods and technologies for adequacy
and proper advancement relative to the state-of-the-art.
2. Properly train teachers and principals in the "Merryhill type"
curriculums and procedures for each of Nobel's conversions of childcare
centers to preschools, and properly integrate teachers and principals of
Nobel acquired schools and childcare centers into the Nobel education
programs.
3. Become active in NIPSA and maintain and expand Nobel's base of
accreditation into eastern schools.
4. Establish an effective internship with UOP/Xxxxxxx that will provide
meaningful results to both the interns and Nobel; and begin similar
programs with other universities.
5. Establish an effective training program (with UOP) to teach selected
teachers the requirements of managing a for-profit Nobel school.
6. Establish a student tutorial program to allow Nobel to provide after-
school, weekend and summer-time tutoring to Nobel students and also to
students outside the Nobel system.
Five percent of base salary (pro-rated) will be provided for each project
satisfactorily completed, as determined in the sole discretion of the CEO of
Nobel, such determination to be reasonable.
