This EMPLOYMENT AGREEMENT ("AGREEMENT") is
made and entered into as of the 17 day of November,
1999, by and between American Guidance Service Inc.,
a Minnesota corporation (the "COMPANY"), and Xxxxx
Xxxxxxxxx, an individual resident of the State of
Minnesota (the "EXECUTIVE").
WHEREAS the Company wishes to employ Executive, and Executive
wishes to accept such employment, on the following terms and conditions,
effective as of the Closing Date (as defined in the Redemption, Stock Purchase
and Recapitalization Agreement dated as of August 13, 1999, as amended, (the
"PURCHASE AGREEMENT"), between PRIMEDIA Inc. and WRC Media Inc. (formerly named
EAC II Inc.), a Delaware corporation (WRC Media);
NOW, THEREFORE, in consideration of the mutual covenants
contained herein and intending to be legally bound hereby, the parties hereby
agree as follows:
SECTION 1. EMPLOYMENT. The Company hereby employs Executive
and Executive accepts employment by the Company, on the terms and conditions
contained in this Agreement.
SECTION 2. TERM. The employment of Executive pursuant hereto
shall commence on the Closing Date and shall remain in effect until December 31,
2001 unless terminated by Executive upon 30 days prior written notice to the
Company or by the Company upon 30 days prior written notice to Executive. The
period of time between the Closing Date and the termination of this Agreement
pursuant to its terms is herein referred to as the "TERM". The Term shall be
automatically renewed for successive one-year periods unless, at least 90 days
prior to any applicable expiration date, either party gives written notice to
the other party that such party does not wish to renew.
SECTION 3. DUTIES AND EXTENT OF SERVICE; PLACE OF PERFORMANCE.
During the Term, Executive shall serve the Company as President and Chief
Executive Officer of the Company and shall perform duties and exercise authority
commensurate with such role. Executive shall initially report to the Chief
Executive Officer of WRC Media. Executive shall devote Executive's full business
time and best efforts to the performance of Executive's duties hereunder and to
the business of the Company and its direct and indirect subsidiaries. Except as
mutually agreed upon by Executive and the Company, the Company shall not
materially diminish Executive's position at the Company without Good Cause (as
defined in Section 11). During the Term, Executive shall continue to be employed
at the location at which he is employed as of the Closing Date or at another
location within 30 miles thereof as the Company, in its sole discretion, shall
determine.
SECTION 4. BASE SALARY. During the Term, Executive shall be
paid a base salary (the "BASE SALARY"), payable in bi-weekly installments at the
end of every two weeks, at a rate of $260,000 per annum (the "INITIAL SALARY").
The initial salary shall be reviewed by the Company no later than February 28,
2000 and annually thereafter. Executive's Base Salary shall not be reduced below
the Initial Salary.
SECTION 5. BONUS. Executive shall continue to be eligible to
receive any annual bonus for the 1999 calendar year which may be payable to
Executive under the short-term executive incentive compensation plan currently
applicable to Executive in accordance with the terms of Executive's bonus letter
from PRIMEDIA Inc. (the "BONUS LETTER"), a copy of
2
which is attached hereto. Bonuses for future years during the Term shall be set
by the Company annually based on reasonable criteria communicated to Executive.
Such criteria shall be comparable to the criteria currently set forth in the
Bonus Letter. Target bonuses for future years shall not be less than the target
bonus set forth in the Bonus Letter. The Bonus for any year shall be paid no
later than March 15 of the following year.
SECTION 6. FRINGE BENEFITS. Executive shall be entitled to
participate, to the extent eligible, in such medical, dental, disability, life
insurance, deferred compensation, retirement and other benefit plans as the
Company shall maintain for the benefit of employees generally, on the terms and
subject to the conditions set forth in such plans, which plans shall be
comparable in the aggregate to those plans in effect for Executive as of the
date hereof. Executive shall also be entitled to vacation time and sick leave in
accordance with the Company's policies in existence immediately prior to the
Closing and as applied to Executive immediately prior to the Closing.
SECTION 7. EXPENSES. Upon receipt from Executive of expense
vouchers and other documentation reasonably requested by the Company, the
Company shall reimburse Executive promptly for all reasonable expenses incurred
by Executive in accordance with the Company's policies and procedures in
connection with Executive's duties and responsibilities hereunder.
SECTION 8. EQUITY INVESTMENT. Simultaneously with the Closing,
Executive will purchase 12,096 shares of Common Stock, par value $0.01 per share
("WRC MEDIA COMMON STOCK"), of WRC Media, at a purchase price of $18.60065 per
share in cash for an aggregate purchase price of $225,000 and will enter into a
shareholder agreement among WRC Media, EAC III LLC and certain other executives
of the Companies (as defined below) in the form previously agreed to by such
parties. If Executive so elects, up to one half of Executive's purchase of WRC
Media Common Stock may be financed with a personal loan guaranteed by the
Company on commercially reasonable terms. The Company shall make reasonable
efforts to arrange and guarantee such loan.
SECTION 9. NONSOLICITATION. (a) During the period beginning on
the Closing Date and ending on the later of (i) the date that is 12 months after
the date of termination of Executive's employment with the Company and (ii)
December 31, 2001 and to the fullest extent permitted under applicable law,
Executive agrees that Executive shall not, directly or indirectly, solicit or
attempt to solicit any business from any customers or clients of Weekly Reader
Corporation or any of its direct or indirect subsidiaries (the "COMPANIES"),
including actively sought prospective customers or clients, in connection with
any Competing Publication or Product Line (as defined on Schedule I). During the
period beginning on the Closing Date and ending on the date that is 24 months
after the date of termination of Executive's employment with the Company and to
the fullest extent permitted under applicable law, Executive agrees that
Executive shall not, except as an employee of the Company, directly or
indirectly, solicit, recruit or hire any employees of or persons who have worked
for any of the Companies during the twelve-month period prior to termination of
Executive's employment or solicit or encourage any such employee of any of the
Companies to leave the employment of any of the Companies.
(b) If a judicial determination is made that any of the
provisions of this Section 9 constitutes an unreasonable or otherwise
unenforceable restriction against Executive, the provisions of such Section
shall be rendered void only to the extent that such judicial determination finds
such provisions to be unreasonable or otherwise unenforceable.
3
SECTION 10. NONDISCLOSURE. The parties hereto agree that
during the course of Executive's employment by the Company, Executive will have
access to, and will gain knowledge with respect to, the Companies' Confidential
Information (as defined below). The parties acknowledge that unauthorized
disclosure or misuse of such Confidential Information would cause irreparable
damage to the Companies. Accordingly, Executive agrees to the nondisclosure
covenants in this Section 10. Executive agrees that Executive shall not (except
as may be required by law), without the prior written consent of the Company
during Executive's employment with the Company under this Agreement, and any
extension or renewal hereof, and thereafter for a period ending on the fifth
anniversary of the date of termination of Executive's employment with the
Company, use or disclose, or knowingly permit any unauthorized person to use,
disclose or gain access to, any Confidential Information; PROVIDED that
Executive may disclose Confidential Information to a person to whom disclosure
is reasonably necessary or appropriate in connection with the performance by
Executive of Executive's duties under this Agreement. Upon termination of this
Agreement for any reason, Executive shall return to the Company the original
and all copies of all documents and correspondence in Executive's possession
relating to the business of any of the Companies or any of their affiliates,
including but not limited to all Confidential Information, and shall not be
entitled to any lien or right of retention in respect thereof. Upon termination
of this Agreement for any reason, Executive shall be entitled to remove all
documents and correspondence of a purely personal nature. For purposes of this
Agreement, "CONFIDENTIAL INFORMATION" shall mean all business information
(whether or not in written form) which relates to any of the Companies, any of
their affiliates or their respective businesses or products and which is not
known to the public generally, including but not limited to technical
information or reports; trade secrets; unwritten knowledge and "know-how";
operating instructions; training manuals; customer lists; customer buying
records and habits; product sales records and documents, and product
development, marketing and sales strategies; market surveys; marketing plans;
profitability analyses; product cost; long-range plans; information relating to
pricing, competitive strategies and new product development; information
relating to any forms of compensation and other personnel-related information;
contracts; and supplier lists; PROVIDED that "Confidential Information" shall
not include general business know-how.
SECTION 11. SEVERANCE. If Executive's employment hereunder is
terminated upon a breach by the Company of this Agreement, by the Company for
any reason other than for Good Cause or by reason of a notice of nonrenewal
given by the Company, the Company shall pay to Executive as severance pay a lump
sum cash payment in an amount equal to the product of Executive's entire Base
Salary for the year in which termination occurs multiplied by the greater of (a)
one and (b) the quotient of (x) the number of months from and including the
month in which such termination occurs to and including the month ending
December 31, 2001 divided by (y) 12. The Company shall also pay to Executive any
accrued and unpaid Base Salary owed to Executive for the period prior to such
termination, a prorated portion of Executive's Base Salary for any accrued
unused vacation time of Executive for the period prior to such termination and
any incurred but unpaid reimbursable expenses as contemplated by Section 7.
Payment of such severance pay and other amounts will be made within 30 days of
such termination. If the applicable bonus criteria have been achieved, no later
than March 31 of the year following the year in which any such termination
occurred, the Company shall also pay to Executive a prorated portion of
Executive's bonus for the portion of the year in which termination occurred from
the beginning of the calendar year to the date of termination. For purposes of
this Agreement, "GOOD CAUSE" shall exist upon the occurrence of any of the
following: (i) Executive is convicted of, pleads guilty to, confesses to, or
enters a plea of nolo contendere to, any felony or any crime that involves moral
turpitude or any act of fraud, misappropriation or embezzlement; (ii) Executive
has engaged in a fraudulent act to the
4
damage or prejudice of any of the Companies or any affiliate of any of the
Companies; (iii) any act or omission by Executive involving malfeasance or
gross negligence in the performance of Executive's duties to the Company; (iv)
Executive otherwise fails to comply in any material respect with the terms of
this Agreement or deviates in any material respect from any reasonable written
policies or reasonable directives of the Board of Directors of the Company and,
within 60 days after written notice from the Company of such failure or
deviation, Executive has not corrected such failure; or (v) the occurrence of
the death or total disability of Executive (total disability meaning the
failure of Executive to perform Executive's normal required services hereunder
for a period of six consecutive months during the term hereof by reason of
Executive's mental or physical disability, as determined by an independent
physician reasonably satisfactory to Executive and the Company).
SECTION 12. TERMINATION; SURVIVAL. This Agreement shall
terminate upon the earlier of (a) the termination of the Purchase Agreement
pursuant to its terms and (b) the termination of Executive's employment by the
Company. Notwithstanding the foregoing, Sections 9, 10 and 13 and, if
Executive's employment terminates in a manner giving rise to a payment under
Section 11, Section 11 shall survive the termination of this Agreement.
SECTION 13. MISCELLANEOUS. (a) This Agreement shall inure to
the benefit of and shall be binding upon Executive and Executive's executor,
administrator, heirs, personal representative and permitted assigns and the
Company and its successors and permitted assigns; PROVIDED that Executive shall
not be entitled to assign or delegate any of Executive's rights or obligations
hereunder without the prior written consent of the Company.
(b) This Agreement shall be deemed to be made in, and in all
respects shall be interpreted, construed and governed by and in accordance with,
the laws of the State of New York, without regard to the conflicts of law
principles of such State. No provision of this Agreement or any related document
shall be construed against or interpreted to the disadvantage of any party
hereto by any court or other governmental or judicial authority by reason of
such party having or being deemed to have structured or drafted such provision.
(c) This Agreement constitutes the entire agreement between
the Company and Executive with respect to Executive's employment by the Company
after the Closing Date and, effective as of the Closing Date, supersedes all
prior agreements, whether written or oral, between them relating to Executive's
employment by the Company, including those agreements set forth on Schedule II
attached hereto; PROVIDED that this Agreement does not supersede (i) the Bonus
Letter and (ii) the terms in the employment agreement dated September 12, 1998
between the Company and Executive (the "OLD AGREEMENT") that are set forth on
Schedule III attached hereto to the extent that such terms are more beneficial
to Executive than the comparable terms of this Agreement. Effective as of the
Closing Date, Executive hereby releases the Company and its affiliates from any
claims or rights under such agreements, without any liability or other adverse
consequence to the Company, the Companies or WRC Media and the Company hereby
releases Executive from any claims or rights under such agreements, without any
liability or other adverse consequence to Executive.
(d) All notices or other communications required or permitted
by this Agreement shall be made in writing and any such notice or communication
shall be deemed delivered when delivered in person, transmitted by telecopier,
or one business day after it has been sent by a nationally recognized overnight
courier, at the address for notices as follows:
(i) if to the Company,
5
American Guidance Service Inc.
c/o Ripplewood Holdings L.L.C.
Xxx Xxxxxxxxxxx Xxxxx
00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xx. Xxxxxxx X. Xxxxxxx
Xx. Xxxxxxx X. Xxxxxx
Xx. Xxxxxx Xxxxxx
Facsimile: (000) 000-0000
(ii) if to Executive,
Xx. Xxxxx Xxxxxxxxx
0000 Xxxx Xxxx
Xxxxxxxxx, XX 00000
Facsimile: 000-000-0000
with a copy to:
Xxxxx Xxxx Xxxxx Constant & Xxxxxxxx
00 Xxxxxxxxxxx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xx. Xxxxxx X. Xxxxxxxx
Facsimile: (000) 000-0000
Communications by telecopier also shall be sent concurrently by overnight
courier, but shall in any event be effective as stated above. Each party may
from time to time change its address for notices under this Section 13(d) by
giving at least five days' notice of such changed address to the other parties
hereto.
(e) This Agreement may be executed in one or more
counterparts, all of which shall be considered one and the same agreement, and
shall become effective when one or more of the counterparts have been signed by
each of the parties and delivered to the other parties, it being understood that
all parties need not sign the same counterpart.
(f) The headings contained in this Agreement are for reference
purposes only and shall not affect in any way the meaning or interpretation of
this Agreement.
(g) No failure or delay by Executive or the Company in
exercising any right or power hereunder shall operate as a waiver thereof, nor
shall any single or partial exercise of any such right or power, or any
abandonment of any steps to enforce such a right or power, preclude any other or
further exercise thereof or the exercise of any other right or power. Neither
this Agreement nor any provision hereof may be waived, amended or modified
except pursuant to an agreement in writing entered into by Executive and the
Company.
(h) Any controversy, dispute or claim arising out of, in
connection with, or in relation to the interpretation, performance,
non-performance, validity or breach of this Agreement or otherwise arising out
of, or in any way related to, this Agreement shall be determined, at the request
of any party, by arbitration conducted in New York City, before and in
accordance with the then-existing Rules for Commercial Arbitration of the
American Arbitration Association, and any judgment or award rendered by the
arbitrator shall be final, binding and
6
unappealable, and any judgment may be entered by any state or Federal court
having jurisdiction thereof. In its award the arbitrator shall allocate, in its
discretion, among the parties to the arbitration all costs of the arbitration,
including the fees and expenses of the arbitrator and reasonable attorneys'
fees, costs and expert witness expenses of the parties.
(i) All amounts paid hereunder will be net of any applicable
withholdings required by existing or future tax laws.
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be duly executed as of the day and year first above written.
AMERICAN GUIDANCE SERVICE INC.,
by /s/ Xxxxxxx Xxxxxx
-------------------------------
Name: Xxxxxxx Xxxxxx
Title: Secretary
/s/ Xxxxx Xxxxxxxxx
----------------------------------
Xxxxx Xxxxxxxxx
XXXXX XXXXXXXXX
AMERICAN GUIDANCE SERVICE
0000 XXXXXXXX XXXX
XXXXXX XXXXX, XX 00000-0000
November 15, 1999
PRIMEDIA, INC.
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Lidies and Gentlement:
Reference is made to the letter agreement (the "Letter
Agreement"), dated September 22, 1999 among PRIMEDIA, Inc. ("PRIMEDIA") and
the undersigned relating, among other things, to the "Commission" (as defined
in the Letter Agreement) which PRIMEDIA is obligated to pay the undersigned.
The undersigned hereby directs PRIMEDIA to (i) pay $187,775 of said
Commission to me on the date of the consummation of the sale of the Company
(as defined in the Letter Agreement) by wire transfer to the account of EAC
IV LLC at Bankers Trust Company. ABA No. 000000000 Account No. 00-00-000
(contact: Xxxxx Xxxx) so that WRC Media, Inc. can apply these funds in
payment of my purchase price of shares of WRC Media, Inc. Common Stock or
(ii) if agreed upon with WRC Media, Inc. to deduct $187,775 from the purchase
price owed by EAC II to PRIMEDIA Inc. which will represent my investment as
funded by PRIMEDIA INC. The balance, if any, of the Commission shall be paid
to me in accordance with the Letter Agreement.
Very truly yours,
/s/ Xxxxx Xxxxxxxxx
---------------------------
Xxxxx Xxxxxxxxx
Agreed to:
PRIMEDIA, INC.
By: Xxxxxxx X. Xxxxx
-----------------------------------
Xxxxxxx X. Xxxxx, Vice Chairman
Date: 11/16/99
---------------------------------
cc: WRC Media Inc.
Ripplewood Partners, L.P.
EAC IV LLC Bankers Trust Company
Schedule I
COMPETING PUBLICATIONS AND PRODUCT LINES
"COMPETING PUBLICATION OR PRODUCT LINE" means
(a) distributing books and reference materials in print that compete with
those currently distributed by PRIMEDIA Reference Inc. for distribution to
libraries and schools, (b) publishing books in print that compete with those
currently published by Xxxxxx Xxxxxxx, Inc. for distribution to school
libraries, (c) publishing an annual general interest almanac for consumers,
(d) publishing assessment test materials in print which are targeted to
elementary and secondary school students who are in the lower fiftieth
percentile of achievement, and which compete with the assessment test
materials published by American Guidance Service Inc. and its direct and
indirect subsidiaries, or (e) publishing print periodicals and supplemental
educational materials in print, in each case, sold on an annual subscription
basis to teachers, schools, or school districts for in-school distribution to
grades Kindergarten through 12, and which compete with those published by
Weekly Reader Corporation and its direct and indirect subsidiaries, in each
case in the United States.
Schedule II
1. Amended and Restated Employment Agreement, dated September 12, 1998
between American Guidance Service Inc. and Xxxxx Xxxxxxxxx.
9
Schedule III
SURVIVING TERMS OF THE OLD AGREEMENT
(For the purpose of this Schedule, this Agreement is referred to
as the "New Agreement").
Section III(C)(4): For the remaining term of the Old Agreement, the Company will
pay for the Executive's membership in trade or professional associations,
subscriptions for trade or professional associations, subscriptions for trade or
professional journals, and all other similar recurring business expenses, to the
extent such items are generally available to similarly situated executives in
companies comparable to the Company.
Section III(E): The Company will continue to provide the Executive with a '97
Ford Explorer for the period ending on the date that the lease term expires for
the above-referenced vehicle. The Company will also pay for all maintenance and
insurance on said vehicle. The Executive agrees to return said vehicle to the
Company upon the expiration of such lease. Thereafter, for the remaining term of
the Old Agreement, the Company will provide the Executive with a car allowance
of $743.00 per month which amount shall be used for vehicle payments,
maintenance, insurance and related expenses.
Section V(A): If the Executive's employment is terminated pursuant to clause (v)
of the definition of Good Cause in the New Agreement any time before the
expiration of the term of the Old Agreement, the Executive or his beneficiary
will, within a reasonable time thereafter, be entitled to receive any unpaid
salary and vacation pay earned through the date of termination. In addition, the
Executive will be reimbursed pursuant to Section 7 of the New Agreement for
business expenses incurred through the date of termination. Further more, the
Executive or his beneficiary will continue to receive his salary then in effect
for a period of one hundred and twenty (120) days after such termination. In
addition, the Executive will be eligible to receive a pro-rata portion,
determined by the number of months of actual employment during the relevant
period, of any Variable Compensation (as defined in the Old Agreement) he would
have been entitled to based on calculations conducted after the end of the
relevant period pursuant to Section III(B) of the Old Agreement.
Section V(D): To the extent the following provisions provide for greater
severance to be paid to Executive as of the date such provisions become
applicable then, in the case Executive is terminated by the Company without Good
Cause (as defined in the New Agreement) any time before the expiration of the
term of the Old Agreement, then Executive shall be entitled to receive (i) 18
months salary and 18 months participation in the Company's health plans, with
salary payments to be made within 60 days of termination, (ii) payment of any
forfeitable portions of the Executive's ESOP account and supplemental executive
retirement plan within 120 days after termination, provided however, that if, by
operation of those two plans such unvested amount subsequently vests, entitling
Executive to payment of such amounts under the plans, the Executive will return
to the Company any amounts paid to him pursuant to this provision and (iii)
payment to the Executive of a pro-rata portion, determined by the number of
months of actual employment during the relevant period, of any Variable
Compensation he would have been entitled to based on calculations conducted
after the end of the relevant period pursuant to Section III(B).
[LETTERHEAD]
March 31, 1999
Xx. Xxxxx Xxxxxxxxx
President & Chief Executive Officer
American Guidance Service, Inc.
0000 Xxxxxxxx Xxxx
Xxxxxx Xxxxx, XX 00000-0000
Dear Xxxxx:
I am pleased to inform you that you have been named a participant in the 1999
American Guidance Service, Inc. Short-Term Executive Incentive Compensation
Plan. Your target award for 1999 is 50% of your earned base salary with an
opportunity to earn an award of up to 75.0% of your earned base salary.
Your award for 1999 will be based on three measures of performance: achieving
Target EBITDA. Net Free Cash Flow, and discretionary personal performance.
Thirty percent (30%) of your award will be determined by the consolidated
EBITDA of American Guidance Service, Inc., thirty percent (30%) by the
consolidated Net Free Cash Flow of American Guidance Service, Inc., and forty
percent (40%) by personal performance.
The amount you may earn for non-discretionary performance under this year's
Plan will range from 50% to 150% of your targeted award. The preliminary
threshold or lowest performance level at which you will earn 50% of the
targeted award for EBITDA is 80% of $12,500,000. The preliminary performance
level required to earn 150% of your targeted award is 120% of $12,500,000.
The preliminary threshold or lowest performance level at which you will earn
50% of the targeted award for Net Free Cash Flow is 80% of $9,476,000. The
preliminary performance level required to earn 150% of your targeted award is
120% of $9,476,000. If the percentage of the performance goals attained is
between the percentages set forth, the award amounts will be prorated.
Beginning this year, EBITDA and Free Cash Flow targets will be adjusted
during the year for unplanned accounting changes, unplanned acquisitions and
the partial year results from divested businesses. Adjustments for unplanned
acquisitions will be based on the current year projections, after overhead
and transition costs, as presented in the final acquisition presentation. If
there is a delay in closing, the budget will be adjusted accordingly.
Adjustments for divestitures will be made based upon the monthly budgets as
set during the corporate planning process.
Note: EBITDA is defined as earnings before interest, taxes, and depreciation,
and amortization of goodwill, acquired intangible assets and other assets
reported as Investing Activities on the Statement of Cash Flows. Net Free
Cash Flow is defined per PRIMEDIA Financial Policy 6.31 effective December
31, 1994.
The discretionary award can range from 0% to 150% of the targeted amount. In
determining your discretionary award, the areas of performance that will be
considered are attached.
Assuming you earn a base salary of $260,000* in 1999, the following table is
an illustration of the awards that can be earned. In reality, your bonus is
dependent upon the three performance measures described, your "earned" base
salary during the year (pro-rated for mid-year changes to base salary) and
your year-end bonus targets (no pro-ration, simply the year-end%).
BASED ON PRELIMINARY TARGETS
Threshold Target Maximum
Performance Performance Performance
(80%) (100%) (120%)
------------- ------------- -------------
EBITDA (30%)
Performance Against Plan $10,000,000 $12,500,000 $15,000,000
============= ============= =============
Award $19,500 $39,000 $58,500
NET FREE CASH FLOW (30%)
Performance Against Plan $7,580,800 $9,476,000 $11,371,200
============= ============= =============
$19,500 $39,000 $58,500
DISCRETIONARY (40%)
Award $0 $52,000 $78,000
------------- ------------- -------------
Total Award $39,000 $130,000 $195,000
============= ============= =============
* 1/1/99 salary used for illustrative purposes only.
You must be an employee of American Guidance Service, Inc. on December 31,
1999, to be considered for any non-discretionary award. Further, you must be
an employee on the date the award is paid in order to qualify for the
discretionary component of your award. Award payments will be paid shortly
after the date of the opinion of the Company's auditors certifying American
Guidance Service, Inc.'s combined financial results for the year 1999.
Please let me know if you have any questions about this year's Plan or your
potential award.
Sincerely,
/s/ Xxxxxxx X. XxXxxxxxxx
-----------------------------
Xxxxxxx X. XxXxxxxxxx
cc: X.X. Xxxxxxxxx
1999 EICP GOALS
XXXXX XXXXXXXXX
1. Achieve 1999 Plan EBITDA and Net Free Cash Flow objectives.
2. Lead the search and hiring of the VP of Development.
3. Develop internal and acquisition growth strategies for inclusion in
the upcoming strategy memo. Particular emphasis will be placed on new
products, electronic opportunities in assessment, and line extensions
for textbooks and test preparation.
4. Continue to enhance processes to capture and report sales and marketing
information. This deeper analysis will allow us to better define who are
the customers and what is our market share. This analysis will also allow
us to more effectively measure and evaluate the effectiveness of our sales
and marketing efforts.
5. Work with other units within the Supplemental Education Group to
identify areas of synergy for cross-selling. This synergy should lead to
more effective marketing and sales efforts resulting in additional sales.
