EXHIBIT 10.14
FORM OF LETTER AGREEMENT
FOR NON-EMPLOYEE DIRECTORS
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The Aristotle Corporation
00 Xxx Xxxxxx
Xxx Xxxxx, Xxxxxxxxxxx 00000
Re: Stock Options
Dear Stock Option Holders:
We are writing to you in your capacity as a holder of an option or options
("Option") to purchase shares of Common Stock, par value $.01 per share, of The
Aristotle Corporation (the "Company") granted under the Company's 1997 Employee
and Director Stock Option Plan (the "Plan"). As you may already know, the
Company has entered into an Agreement and Plan of Merger, dated as of November
27, 2001, with Nasco International, Inc. ("Nasco"), Nasco Holdings, Inc. and
Geneve Corporation, whereby Nasco will merge with and into the Company (the
"Merger"). Information regarding the Merger and Nasco is set forth in the Proxy
Statement - Prospectus prepared by the Company in connection with annual meeting
of the Company's stockholders on June 17, 2002, at which stockholders will be
asked to approve the Merger. A copy of the Proxy Statement-Prospectus is
enclosed for your review.
One of the conditions to the closing of the Merger is that holders of Options
agree not to exercise their Options until fifteen months after the closing of
the Merger. Therefore, I am writing to ask you to agree that you will not,
without the prior written consent of the Company (which consent may be withheld
at the Company's sole discretion), exercise any of your Options for a period
commencing on the first day after the Merger and continuing until the date
fifteen months after the Merger (the "Expiration Date"). In consideration of the
foregoing, an additional fifteen months will be added on to the termination date
of your option (the "new termination date"). You will then be free to exercise
your Options between the Expiration Date and the "new termination date" of your
Option.
If your service as a director terminates prior to the "new termination date", in
consideration of the foregoing, the exercise period of your option will be
extended so that you may exercise your option between the Expiration Date and
December 31, 2005, or ninety days after the date on which you cease to be a
director, whichever is later.
Please indicate your agreement with the foregoing by signing where indicated
below. Your agreement is irrevocable and will be binding on you and your
respective successors, heirs, personal representatives, and assigns.
If you have any questions about this letter agreement or the Merger, please feel
free to contact me.
Sincerely,
THE ARISTOTLE CORPORATION
/s/: Xxxx X. Xxxxxxxx
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By: Xxxx X. Xxxxxxxx, its
Chief Executive Officer
Dated: , 2002
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Printed Name of Holder
By:
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Signature
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