Exhibit 10.6.1
May 8, 2002
Edison Schools Inc.
000 Xxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, XX 00000
Dear Ladies and Gentlemen:
On June 20, 2000, Edison Schools Inc. (the "Company") and the undersigned
entered into a letter agreement, as amended on March 28, 2002, setting forth the
terms of the undersigned's employment with the Company (the "Letter Agreement as
Amended"). This letter agreement (the "Second Amendment to Letter Agreement")
sets forth an amendment to the Letter Agreement as Amended.
For good an valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the Company and the undersigned, intending to be legally
bound, hereby agree as follows:
1. The first sentence of paragraph (iv) of the section of the Letter
Agreement entitled "Termination/Severance Pay" is hereby deleted in its
entirety and the following sentence inserted in lieu thereof:
"If Edison terminates your employment without cause or if you terminate
your employment for "good reason," in addition to any other severance pay
to which you may be entitled, the Company will pay you a lump sum of $3.2
million (the "Lump-Sum Severance Payment") within 30 days after the
Effective Termination Date."
2. As amended hereby, the Letter Agreement is hereby confirmed to be in full
force and effect.
3. This Second Amendment to the Letter Agreement constitutes the entire
understanding of the parties with respect to the subject matter hereof.
4. This Second Amendment to the Letter Agreement is governed by the
substantive laws of the State of New York.
Please sign below to evidence your agreement to the foregoing.
Sincerely,
/s/ Xxxxx X. Xxxxxxx, Xx.
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Xxxxx X. Xxxxxxx, Xx.
ACCEPTED AND AGREED:
EDISON SCHOOLS INC.
By: /s/ H. Xxxxxxxxxxx Xxxxxxx
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Name: H. Xxxxxxxxxxx Xxxxxxx
Title: CEO and President
