SECOND AMENDMENT TO THE EMPLOYEE MATTERS AGREEMENT

Exhibit 10.02

SECOND AMENDMENT

TO THE

EMPLOYEE MATTERS AGREEMENT

WHEREAS, New Xxxxx Holdings, Inc., a Delaware corporation (“New Xxxxx”), Xxxxx Holdings, Inc., a Delaware corporation (“Sally”) (New Xxxxx and Xxxxx, collectively the “Xxxxx Parties”), Xxxxxxx-Xxxxxx Company, a Delaware corporation (“Xxxxxxx-Xxxxxx”) and New Aristotle Holdings, Inc., a Delaware corporation (“New Xxxxxxx-Xxxxxx”) (Xxxxxxx-Xxxxxx and New Xxxxxxx-Xxxxxx, collectively the “Xxxxxxx-Xxxxxx Parties”) entered into an Employee Matters Agreement, dated as of June 19, 2006, as amended by the First Amendment to the Employee Matters Agreement, dated as of October 3, 2006 (as so amended, the “Agreement”);

WHEREAS, the parties to the Agreement desire to amend the Agreement to, among other things, amend a certain provision of the Agreement regarding Restricted Stock (as defined in the Agreement) and to provide that reference in the Agreement to any agreement entered into or to be entered into in connection with the Transactions means such agreement as may be amended or modified from time to time in accordance with the terms of such agreement; and

WHEREAS, Section 8.06 of the Agreement provides that the Agreement cannot be amended except by a written agreement executed by the Xxxxx Parties and the Xxxxxxx-Xxxxxx Parties; provided, that, unless the Investment Agreement (as such term is defined in the Agreement) shall have been terminated, any such amendment shall be subject to the prior written consent of CDRS Acquisition LLC, which consent shall not be unreasonably withheld, conditioned or delayed;

NOW, THEREFORE, the Agreement is hereby amended in the following respects:

1. Section 4.04(d) of the Agreement is hereby amended in its entirety to read as follows:

(d) Restricted Stock. The Xxxxxxx-Xxxxxx Board of Directors shall take all actions reasonably necessary to ensure that not later than the first business day after the record date of the Distributions all Xxxxxxx-Xxxxxx Employees and Xxxxx Employees shall be fully vested in any shares of Restricted Stock that they hold. All shares of Restricted Stock shall be treated the same as all other outstanding shares of Xxxxxxx-Xxxxxx Common Stock in the Xxxxxxx-Xxxxxx Merger and the Distributions, in accordance with the provisions of the Investment Agreement and the Separation Agreement.

2. The parties to the Agreement hereby agree that reference in the Agreement to any agreement entered into or to be entered into in connection with the Transactions (as such term is defined in the Investment Agreement) means such agreement as may be amended or modified from time to time in accordance with the terms of such agreement.

3. This Amendment will be governed by and construed in accordance with the laws of the State of Delaware (without giving effect to choice of law principles thereof).

4. Except as specifically provided in this Amendment, all other provisions of the Agreement shall remain in full force and effect.

5. This Amendment may be executed in separate counterparts, each such counterpart being deemed to be an original instrument, and all such counterparts will together constitute the same agreement.

[Signature Page Follows]

2

IN WITNESS WHEREOF, the parties have caused this agreement to be executed in their names by a duly authorized officer as of October 26, 2006.

NEW XXXXX HOLDINGS, INC.
By:		/s/ Xxxx X. Xxxxxxx
		Name:		Xxxx X. Xxxxxxx
		Title:		Senior Vice President, General Counsel and Secretary
XXXXX HOLDINGS, INC.
By:		/s/ Xxxx Xxxxxxxxxxxx
		Name:		Xxxx Xxxxxxxxxxxx
		Title:		President
XXXXXXX-XXXXXX COMPANY
By:		/s/ Xxxx X. Xxxxxxx
		Name:		Xxxx X. Xxxxxxx
		Title:		Senior Vice President, General Counsel and Secretary
NEW ARISTOTLE HOLDINGS, INC.
By:		/s/ Xxxx X. Xxxxxxx
		Name:		Xxxx X. Xxxxxxx
		Title:		Senior Vice President, General Counsel and Secretary

By its signature below, the undersigned hereby consents to this amendment:

CDRS ACQUISITION LLC
BY:		/s/ Xxxxxxx X. Xxxxxxx
		Name: Xxxxxxx X. Xxxxxxx
		Title: President

[Signature page to Second Amendment to Employee Matters Agreement]