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Exhibit 10.18.1
AMENDMENT TO EMPLOYMENT AGREEMENT
This Amendment to the Employment Agreement (this "Amendment"),
dated as of March 12, 2001, is by and between Xxxx Xxxxxxx ("Xxxxxxx") and The
Princeton Review Inc. ("TPR") and sets forth the parties agreement regarding the
amendment of that certain employment agreement (the "Agreement") dated as of
April 27, 2000, by and between Xxxxxxx and TPR.
The parties hereby agree that Section 9 of the Agreement shall
be deleted in its entirety and replaced with the following Section:
"9. Loan: At Xxxxxxx' request, at any time after April 1, 2001
through the lock-up period during which Xxxxxxx agrees with TPR's underwriters
that he will not sell or otherwise dispose of any of TPR's securities, TPR will
lend to Xxxxxxx on a fully non-recourse basis up to an aggregate principal
amount of $500,000. This loan shall accrue interest at the prime rate, have a
term of 8 years, and require no payment of principal or interest for the first
four years of the term. Thereafter, the loan shall be paid back over 4 years in
equal annual installments. TPR may hold as collateral Xxxxxxx' TPR Stock valued
at up to 250% of the outstanding loan principal. If TPR has not consummated an
initial public offering of its securities at the time of the loan, TPR's Stock
valuation will be based upon TPR's Agreed Value, and if TPR has consummated an
initial public offering of its securities at the time of the loan, TPR's Stock
valuation will be based upon the average closing sales prices of TPR's Stock on
Nasdaq for the five trading days preceding the date of the loan, or such shorter
number of days as TPR's Stock has publicly traded if less than five days."
Except as amended hereby, the Agreement shall remain in full
force and effect.
Agreed as of the first date set forth above.
The Princeton Review, Inc.
By: /s/ Xxxx Xxxxxxx /s/ Xxxx Xxxxxxx
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Name: Xxxx Xxxxxxx Xxxx Xxxxxxx
Title: Chief Executive Officer
