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Exhibit 10.23.1
AMENDMENT TO EMPLOYMENT AGREEMENT
This Amendment to the Employment Agreement (this "Amendment"),
dated as of March 12, 2001, is by and between Xxxxx Task ("Task") and The
Princeton Review Inc. ("TPR") and sets forth the parties agreement regarding the
amendment of that certain employment agreement (the "Agreement") dated as of
April 10, 2000, by and between Task and TPR.
The parties hereby agree that Section 9 of the Agreement shall
be deleted in its entirety and replaced with the following Section:
"9. Loan: At Task's request, at any time after April 1, 2001
through the lock-up period during which Task agrees with TPR's underwriters that
he will not sell or otherwise dispose of any of TPR's securities, TPR will lend
to Task on a fully non-recourse basis up to an aggregate principal amount of
$500,000. This loan shall accrue interest at the prime rate, have a term of 8
years, and require no payment of principal or interest for the first four years
of the term. Thereafter, the loan shall be paid back over 4 years in equal
annual installments. TPR may hold as collateral Task's TPR Stock valued at up to
250% of the outstanding loan principal. If TPR has not consummated an initial
public offering of its securities at the time of the loan, TPR's Stock valuation
will be based upon TPR's Agreed Value, and if TPR has consummated an initial
public offering of its securities at the time of the loan, TPR's Stock valuation
will be based upon the average closing sales prices of TPR's Stock on Nasdaq for
the five trading days preceding the date of the loan, or such shorter number of
days as TPR's Stock has publicly traded if less than five days."
Except as amended hereby, the Agreement shall remain in full
force and effect.
Agreed as of the first date set forth above.
The Princeton Review, Inc.
By: /s/ Xxxx Xxxxxxx /s/ Xxxxx Task
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Name: Xxxx Xxxxxxx Xxxxx Task
Title: Chief Executive Officer
