Exhibit 10.57
Amendment to Letter Agreement between
Xxxxxxxxxxx X. Xxxx and Edison Schools Inc. Dated July 1, 1999
The following changes to the terms and conditions of your employment
were approved by the Company's Board of Directors on November 13, 2002
and shall go into effect November 15, 2002.
1. Salary. Effective November 15, 2002 your annual base salary
will be increased to $295,000.
2. Performance Bonus. Subject to your continued employment and
Board approval, on a going-forward basis you shall be eligible
for an annual performance bonus of up to 150% of your base
salary for each fiscal year. The Board shall establish
performance criteria and payment schedules for each fiscal
year.
Current Year Bonus. For fiscal year 2003, ending June
30, 2003, you shall be eligible for a prorated
performance bonus based on your annual salary rate
effective November 15, 2002. Performance shall be
assessed by the Board after each of the second, third
and fourth quarters of fiscal year 2003, and bonus
payment shall be made, to the extent awarded, in a
regularly scheduled paycheck within thirty days of
Board approval. The Board will evaluate your
eligibility for the payment of these installments for
the second and third quarters of fiscal year 2003
based on whether the Company has made definitive
progress toward $20 million in EBITDA. If the Board
finds that the Company has made definitive progress
toward achieving this goal after the second quarter
of fiscal year 2003, then it will award you up to
$55,312.50. If the Board finds that the Company has
made definitive progress toward achieving this goal
after the third quarter of fiscal year 2003, then it
will award you up to $110,625. (The second quarter
bonus potential is prorated based on the number of
days in the quarter between the effective date of
this amendment and December 31, 2002.) After the
fourth quarter of fiscal year 2003, you shall be
eligible to receive up to the remainder of your
potential bonus amount ($276,562.50 less any payments
already made in the second or third quarters) if the
Company has achieved $20 million in EBITDA. The Board
will approve any fourth quarter payment after the
Form 10-K for fiscal year 2003 has been filed. For
all quarters, payment is in the sole discretion of
the Board. For purposes of this agreement, the term
"EBITDA" shall mean earnings before interest income
and expense, income tax expense, depreciation and
amortization, stock-based capital charges, and other
onetime or specific event-related charges including
but not limited to gains or losses on disposals of
assets, charges related to closings of schools,
charges relating to losses on charter or other loans,
extraordinary items and write-downs of investments
and intangibles.
Edison Schools Inc. Xxxxxxxxxxx X. Xxxx
By: /s/ H. Xxxxxxxxxxx Xxxxxxx /s/ Xxxxxxxxxxx X. Xxxx
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H. Xxxxxxxxxxx Xxxxxxx
