EXHIBIT 10.9
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EMPLOYMENT AGREEMENT
This AGREEMENT is made as of April 6, 1998, effective March 31, 1998,
by and between ▇▇▇▇▇▇▇▇▇▇ ▇▇▇., its affiliates and subsidiaries ("Scholastic"
orthe "Company") and ▇▇▇▇ ▇▇▇▇▇▇ ("Feiwel").
W I T N E S S E T H:
WHEREAS, Feiwel is currently employed by Scholastic; and
WHEREAS, Scholastic wishes to continue the employment of Feiwel as set
forth in this Agreement; and
WHEREAS, Feiwel is willing to serve in the employ of Scholastic upon
the terms and conditions set forth below.
NOW, THEREFORE, in consideration of the premises and the mutual
promises and agreements set forth below, Scholastic and Feiwel agree as follows:
1. TERM OF AGREEMENT. The term of this Agreement shall be three (3)
years in duration, commencing on March 31, 1998, unless otherwise terminated in
accordance with Section 4 of this Agreement.
2. EMPLOYMENT. During the term of this Agreement, Scholastic shall
employ Feiwel, and Feiwel shall be employed by Scholastic as Senior Vice
President, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇., Publisher, Scholastic Book Group at Scholastic's
offices in New York City. Feiwel will report directly to ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
("Marcus"), Executive Vice President and Group Head, Scholastic Book Group. In
the event that Marcus shall cease to function as the individual to whom Feiwel
reports, and Feiwel shall not approve of the choice of any successor of Marcus
to whom she shall have direct reporting responsibilities, Feiwel shall be
entitled to terminate her employment in accordance with the provisions of
paragraph 4(f), below.
3. COMPENSATION.
(a) BASE SALARY. Scholastic shall pay to Feiwel an annual salary of
Three Hundred Fifty Thousand Dollars ($350,000) through September 30, 1998,
Three Hundred Seventy-Five Thousand Dollars ($375,000) as of October 1, 1998 and
Four Hundred Thousand Dollars ($400,000) as of October 1, 1999, payable in equal
bi-monthly installments in accordance with Scholastic's customary payroll and
withholding practices.
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(b) SIGNING BONUS. Scholastic shall pay to Feiwel a signing bonus of
One Hundred Fifty Thousand Dollars ($150,000) upon the execution of this
Agreement.
(c) BONUS OPPORTUNITY. During each year of the term of this
Agreement, Feiwel will be eligible for a bonus of 30% of her base salary, in
accordance with Scholastic's bonus program in effect for each such period.
Feiwel shall receive 15% of such bonus unconditionally on an annual basis. The
remaining 15% of such bonus shall be subject to goals set by ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇,
CEO and/or Marcus or such Group Head of Scholastic Book Group as may be
appointed and will be subject only to Feiwel's performance and not to
performance of the Book Group or the Company.
(d) STOCK OPTIONS. During fiscal 98-99, Scholastic will award Feiwel
options to purchase 25,000 shares of Scholastic Corporation common stock, which
options Feiwel shall be entitled to exercise pursuant to the "cashless exercise"
program provided by ▇▇▇▇▇▇▇, ▇▇▇▇▇ & Co. or the equivalent of such program.
(e) HEALTH INSURANCE. During each year of the term of this
Agreement, Scholastic shall provide health insurance coverage to Feiwel in
accordance with Scholastic's health insurance program in effect of each such
period.
(f) VACATION. Feiwel shall be entitled to five (5) weeks' vacation
during each year of the term of this Agreement. In the event that Feiwel shall
not have fully used the allotted vacation time for any year during the term of
this Agreement, upon the termination of her employment with Scholastic, Feiwel
and Scholastic shall discuss and mutually agree upon the amount of compensation
due her with respect to such unused vacation time. Feiwel shall be entitled to
be compensated for the time not used in accordance with her base salary for the
applicable time period.
(g) TRAVEL AND ENTERTAINMENT EXPENSES. Feiwel shall be entitled to
be reimbursed for all reasonable travel and entertainment expenses according to
the same terms and conditions as have been provided throughout Feiwel's
employment by Scholastic.
(h) CAR LEASE. Scholastic shall continue to lease a car for Feiwel
throughout the term of this Agreement according to the same terms and conditions
as have been provided throughout Feiwel's prior employment by Scholastic.
4. TERMINATION OF AGREEMENT. This Agreement shall be terminated under
the following circumstances:
(a) Automatically on the date of Feiwel's death; provided, however,
that in the event of Feiwel's death Scholastic shall pay to Feiwel's husband, if
he is then living, or to her estate if he has predeceased her, a lump sum
payment equivalent to six (6) month's base salary under this Agreement. The
foregoing payment shall not in any
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way affect Feiwel's husband's ongoing entitlements under any Scholastic program
in effect with respect to death or retirement benefits.
(b) Immediately upon written notice by Scholastic of a termination
for Disability. For purposes of this Agreement, Disability shall mean Feiwel's
failure to regularly perform her material duties and responsibilities hereunder
by reason of mental or physical illness or incapacity, as determined by a
physician mutually acceptable to Feiwel and Scholastic, for 180 days (whether
continuous or not) during any period of 360 consecutive days.
(c) Upon the expiration of thirty (30) days prior written notice,
and opportunity to cure, by Scholastic to Feiwel of termination for Cause. For
purposes of this Agreement, Cause shall mean gross negligence or malfeasance in
the performance of her duties; a willful and continuing material failure or
refusal, after the aforesaid notice and opportunity to cure, to perform
substantially all of her duties and responsibilities under this Agreement; any
action or conduct which could reasonably be expected by Feiwel to injure
materially the reputation, business or business relationships of Scholastic;
conviction of Feiwel for commission of a felony or any crime involving moral
turpitude, fraud or misrepresentation; or breach of any material obligation
under this Agreement. A notice of termination for Cause shall set forth in
detail the specific basis, facts and circumstances which provide the basis for
the termination for Cause. The date of the termination for Cause shall be the
date indicated in the notice of termination for Cause .
(d) Immediately upon written notice by Scholastic of a termination
without Cause, provided, however, that in the event of a termination without
Cause Scholastic shall pay severance to Feiwel as set forth at paragraph 5(b)
below:
(e) Within three (3) weeks after written notice by Feiwel of her
intent to resign for any reason (other than for Good Reason as provided at
paragraph 4(f) below), or for no reason. Under such circumstance, Feiwel shall
forfeit all benefits under this Agreement and shall be subject to paragraph 7 of
this Agreement.
(f) Upon the expiration of thirty (30) days prior written notice,
and opportunity to cure, by Feiwel to Scholastic of a termination for Good
Reason. For purposes of this Agreement, Good Reason shall mean any reduction in
or failure to pay Base Salary; a failure by Scholastic to provide participation
in employee benefits plans on terms at least as good as generally available to
other employees of Scholastic; failure of any successor to assume, in writing,
the obligations of Scholastic under this Agreement; the hiring of a new Group
Head of Scholastic Book Group to whom Feiwel would report, without Feiwel's
agreement; a material change in Feiwel's job responsibility, without her prior
approval; a material change in Scholastic's publishing goals, which results in
new goals inconsistent with prior goals and unacceptable to Feiwel. A notice of
termination for Good Reason shall set forth in detail the specific basis, facts
and circumstances which provide the basis for the termination for Good Reason,
and must be given within thirty
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(30) days of Feiwel's actual knowledge of the triggering event. In the event of
a termination for Good Reason Scholastic shall pay severance to Feiwel as set
forth at paragraph 5(b) below.
5. CONSEQUENCES OF TERMINATION.
(a) Upon the termination of Feiwel's employment in accordance with
Section 4 above, and subject to the provisions set forth at paragraph 5(b)
below, Scholastic shall pay and provide Feiwel (or her surviving spouse or
estate, if applicable) the following amounts and benefits: any unpaid Base
Salary through the date of termination, unpaid accrued vacation and business
expenses through the date of termination, and any benefits due under any benefit
plan, in accordance with the terms of the plan, for the period prior to
termination (collectively the "Accrued Obligations").
(b) In the event Feiwel is terminated without Cause or Feiwel
terminates her employment for Good Reason, Scholastic shall pay and provide in
full settlement of all amounts owed Feiwel, in addition to the Accrued
Obligations, a lump sum payment equal to Feiwel's base salary under this
Agreement for the year during which such termination occurs within 10 days of
Feiwel's termination. The payment of the foregoing amounts shall be contingent
upon both parties signing a mutual release of all claims arising out of Feiwel's
employment with Scholastic or termination thereof, in such form as mutually,
reasonably agreed upon by both parties.
(c) The terms of any termination under Section 4(d), (e) or (f)
above shall be kept confidential by the parties and both Scholastic and Feiwel
shall mutually agree upon the form, substance and timing of any press release
regarding same.
(d) In the event Feiwel is terminated on account of her Disability,
Scholastic shall pay and provide, in addition to the Accrued Obligations, a lump
sum payment equal to the base salary remaining under this Agreement for the year
during which such disability occurs within 10 days of Feiwel's termination,
reduced by any disability benefits or Workers Compensation salary replacement
she received from any program sponsored by Scholastic or a governmental entity.
Scholastic and its affiliated entities shall have no further obligations to
Feiwel.
6. CONFIDENTIAL INFORMATION. Feiwel agrees that upon the conclusion of
the term of this Agreement, she will not (except on behalf of Scholastic),
without the express written consent of Scholastic, retain in any form any
customer list or other confidential or proprietary written or otherwise recorded
information, trade secrets or innovations of any kind relating to Scholastic's
business, clients, plans, proposals or financial condition. Feiwel also will not
use for her own benefit or divulge at any time any such customer lists or other
confidential or proprietary information to persons other than directors,
officers or employees of Scholastic, unless pursuant to good faith use in
furtherance of her obligations hereunder or her compliance with lawful legal
process requiring her testimony on, or disclosure of such matters.
Notwithstanding the foregoing restrictions, Feiwel
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shall be entitled to retain her own Rolodex and her correspondence, provided,
however, that such correspondence shall not contain sales figures or financial
information related to Scholastic's business.
7. NON-COMPETE/NON-SOLICITATION.
(a) During the term of the Agreement, without regard to any
termination hereof, except where Feiwel is terminated without Cause or Feiwel
terminates for Good Reason (the "Restriction Period"), Feiwel shall not enter
into competition with Scholastic Book Group, provided however, that competition
shall not include Feiwel's employment by a non-competitive division or business
unit of a company which is in competition with Scholastic Book Group, provided
Feiwel is not involved with the division or business unit of such company that
is in competition.
(b) During the Restriction Period, Feiwel shall not directly or
indirectly solicit for competitive products or induce any customer of Scholastic
Book Group to terminate, or otherwise to cease, reduce, or diminish in any way
its relationship with Scholastic Book Group.
(c) During the Restriction Period, Feiwel shall not recruit, solicit
or induce any nonclerical employees of Scholastic Book Group to terminate their
employment with, or otherwise cease their relationship with Scholastic Book
Group, or hire or assist another person or entity to hire any then-current
nonclerical employee of Scholastic Book Group.
(d) If at the time of enforcement of this Section a court holds that
the restrictions stated herein are unreasonable under the circumstances then
existing, the parties hereto agree that the maximum period or scope reasonable
under such circumstances shall be substituted for the stated period or scope and
that the court shall be allowed to revise the restrictions contained herein to
cover the maximum period and scope permitted by law.
8. NOTICES. All notices which a party is required or may desire to give
to the other party under this Agreement shall be given in writing and shall be
either delivered personally or sent by certified or registered mail, return
receipt requested, to the addresses below. Notices shall be deemed given when
received or two (2) days after mailing, whichever is earlier.
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
President and CEO Senior Vice President
▇▇▇▇▇▇▇▇▇▇ ▇▇▇. ▇▇▇▇▇▇▇▇▇▇ ▇▇▇.
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
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9. ASSIGNMENT. This Agreement shall not be assigned by Feiwel. This
Agreement shall not be assigned by Scholastic, except in connection with a
merger or transfer by Scholastic of all or substantially all of its assets.
10. WAIVER. The waiver of any breach of any term of this Agreement,
which waiver must be in writing, shall not be deemed to constitute waiver of any
subsequent breach of the previously waived term or of any other term or
condition.
11. SEVERABILITY. Should any provision of this Agreement be held
invalid, illegal or unenforceable, it shall be deemed to be modified so that its
purpose can be lawfully effectuated and enforced and the balance of the
Agreement shall remain in full force and effect.
12. ARBITRATION. Except as provided in Section 7 above, any dispute or
controversy arising out of or relating to this Agreement or the breach hereof
shall be resolved exclusively by arbitration in New York City before a 3-judge
panel of the American Arbitration Association under its then-pertaining rules,
and judgment upon the award rendered may be entered in any court having
jurisdiction thereof. The arbitrator's decision shall be final, conclusive and
binding on the parties.
13. ENTIRE AGREEMENT; AMENDMENT; GOVERNING LAW. This Agreement shall
supersede any and all existing agreements, understandings and arrangements
between Feiwel and Scholastic relating to the terms of her employment. This
Agreement may not be amended except by a written agreement signed by both
parties. This Agreement shall be governed by and construed in accordance with
the laws of the State of New York without reference to rules relating to
conflicts of laws.
/s/ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇.
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▇▇▇▇ ▇▇▇▇▇▇
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
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Dated: April 6, 1998 ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
President and CEO
Dated: April 6, 1998
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