AMENDMENT TO SENIOR MANAGEMENT AGREEMENT BETWEEN SIGNIFICANT EDUCATION, INC AND JOHN CROWLEY
This Amendment to the Senior Management Agreement (the “Agreement”) between Significant
Education, Inc., D/B/A/ Grand Canyon University (“GCU”), on the one hand, and Xxxx Xxxxxxx ( the
“Employee”), on the other hand dated August 2005, is made and entered into this 28th day
of June 2006.
WHEREAS, Employee and GCU entered into an agreement of Employment in August 2005;
WHEREAS, as part of his Employment Employee is entitled to a bonus of $100,000 on June 30,
2006;
WHEREAS, Employee did not receive an increase in his annual pay in January 2006 per the
terms of his Agreement and is owed $12,500 in back pay as of June 30, 2006;
WHEREAS, Employee wishes to assign his interest in the bonus and his back pay to Youth In
Motion, Inc., and have GCU pay such sums to Youth in Motion in lieu of payments to himself;
NOW, THEREFORE, in consideration of the mutual covenants, conditions and promises contained
herein, and other good and valuable consideration, the receipt and adequacy of which are hereby
acknowledged, the Parties agree to amend the Agreement as follows:
1. Steps Following Execution. As soon as practicable following the execution of this
Amendment by the Parties, but in all events on or before midnight on July 3, 2006, GCU shall pay
the sum of $112,500.00 in the form of a check made payable to Youth In Motion, Inc.
2. Release & Waiver. Employee expressly agrees to waive any and all rights, claims,
or interests in and/or relating directly or indirectly to the payments due to him under the
Agreement. Further, Employee, his past, present and future successors, assigns, and agents, and
all persons acting by, through, under or in concert with him, do hereby irrevocably and
unconditionally release, waive and forever discharge GCU, as well as its past, present and future
parents, subsidiaries, affiliates, divisions, predecessors, successors, assigns, partners,
officers, directors, stockholders, employees, insurers, agents, representatives, and attorneys, and
all persons acting by, through, under or in concert with them, or any of them, from any and all
actions, causes of action, suits, claims, debts, obligations, demands, liabilities, rights,
damages, losses, costs, expenses (including, but not limited to, attorneys’ fees and costs actually
incurred) of any nature whatsoever, known or unknown, suspected or unsuspected, fixed or
contingent, legal or equitable, arising under state, federal or any other law (“Claim” or “Claims”)
which they now have, own or hold or claim to have, own or hold, or at any time heretofore had,
owned or held, or claimed to have had, owned or held, or may hereinafter have, own or hold, or
claim to have, own or hold against GCU, its past, present and future parents, subsidiaries,
affiliates, divisions, predecessors, successors, assigns, partners, officers, directors,
stockholders, employees, insurers, agents, representatives, and attorneys, and all persons acting
by, through, under or in concert with them, or any of them, arising out of, based upon, or relating
to any and all payments, including bonus payments and back pay, due and owing under his Agreement
as of June 30, 2006
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3. Full and Independent Knowledge. Each of the Parties represents that it has been
represented by an attorney in connection with the preparation and review of this Amendment; that
he, she or it has specifically discussed, or had the opportunity to specifically discuss, with an
attorney the meaning and effect of Amendment; and that he, she or it has carefully read and
understands the scope and effect of each provision contained herein.
4. Warranties. Each of the Parties represents and warrants that he, she or it has
full power and authority to enter into and perform this Amendment. Each of the Parties further
represents and warrants that he, she or it has not heretofore assigned, transferred, encumbered or
otherwise conveyed, or purported to assign, transfer, encumber or otherwise convey, in whole of in
part, to any person or entity, any Claims released hereunder.
5. Successors. This Amendment shall be binding upon and inure to the benefit of the
executors, administrators, successors, heirs and assigns of each of the Parties hereto.
6. Further Assurances. Each of the Parties, without further consideration, agrees to
execute and deliver such other documents and take such other action as may be reasonably necessary
to consummate more effectively the subject matter hereof.
7.Miscellaneous.
(a) This Amendment shall include its preamble and recitals.
(b) This Amendment shall be construed in accordance with and governed by the laws of the
State of Arizona without regard to conflict of laws provisions.
(c) The Parties agree that Amendment may be executed in counterparts and that a copy signed by
a Party will be fully enforceable against such Party.
(d) This Amendment and the Agreement contain the entire agreement between the Parties hereto
with respect to the subject matter hereof. The Parties acknowledge that no other understandings,
statements, promises, or inducements contrary to the terms of these agreements, whether oral or
written, exist; that they do not rely and have not relied on any oral or written understandings,
statements, promises, or inducements other than those contained in these agreements; and that they
have voluntarily entered into this Amendment and the assignment of payments effectuated thereby.
In the event the Amendment contradicts any portion of the Agreement, the terms of this Amendment
shall control.
(e) This Amendment has been jointly negotiated by the Parties. It shall be construed as a
whole, according to its fair meaning, and shall not be construed strictly for or against any of the
Parties hereto.
(f) This Amendment may not be amended, altered, modified or waived, in whole or in part,
except in a writing executed by the Parties hereto.
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(g) If any provision of this Amendment is held invalid or otherwise unenforceable, the
enforceability of the remaining provisions shall not be impaired thereby.
(h) The failure of any Party to insist upon strict adherence to any term of this Amendment on
any occasion shall not be considered a waiver thereof or deprive that Party of the right thereafter
to insist upon strict adherence to that term or any other term of this Amendment.
IN WITNESS WHEREOF, the Parties have each executed this Amendment as of the date first set
forth above.
Employee
|
Significant Education, Inc. | |||||||||
/s/ Xxxx Xxxxxxx
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6/30/06 | /s/ Xxxxx Xxxxxxxxxx | 6/30/06 | |||||||
Xxxx Xxxxxxx
|
Date | Xxxxx Xxxxxxxxxx | Date | |||||||
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