Exhibit 10.2
EMPLOYMENT AGREEMENT
THE PRINCETON REVIEW, INC.
This employment Agreement is between Xxxx Xxxxxxx ("Xxxxxxx") and The
Princeton Review, Inc. ("TPR"), and is subject to the terms of the Executive
Compensation Policy Statement, the current form of which is attached as Exhibit
A (the "Policy Statement"). Terms may be defined in The Princeton Review
Glossary. This Agreement supersedes any previous employment agreement.
1. Job Description: Xxxxxxx shall serve as the President and Chief Operating
Officer of TPR.
2. Compensation: TPR shall pay Xxxxxxx $320,000 per year increasing at 3% per
year. Further, TPR will give Xxxxxxx an annual performance bonus of up to
50% of base salary, based on performance.
3. Stock Option Grant: TPR shall xxxxx Xxxxxxx an option to purchase 100,000
shares of Common Stock, as authorized by TPR's Compensation Committee, at
fair market value as indicated by the closing price of REVU on April 22,
2002. These options shall be subject to the terms and conditions of The
Princeton Review, Inc. Stock Option Grant attached hereto.
4. Term: This Agreement has an initial expiration of February 14, 2004 but
will automatically be extended for additional two-year periods upon the
completion of the initial term and any two-year extension period thereafter
until (i) Xxxxxxx voluntarily terminates employment or (ii) TPR gives
contrary written notice to Xxxxxxx at least 6 months prior to the
completion of the initial term or any two-year extension period thereafter.
TPR will not be under any obligation to make additional option grants, such
as those described in paragraph 3 above, for any extension terms of this
Agreement unless agreed by TPR and Xxxxxxx.
5. Disability: In Paragraph 4.2 of Exhibit A, the aggregating period shall be
180 days.
6. Severance Payments and Benefits: If TPR terminates Xxxxxxx' employment
without Cause or does not renew this Agreement then in addition to the
payments provided under Section 5.1 of the Policy Statement, but in lieu of
the payments provided under Section 5.3 of the Policy Statement, TPR will
pay Xxxxxxx an amount equal to his annual base salary for an additional 18
months following the termination or non-renewal. In addition, Xxxxxxx will
be entitled to reimbursement of COBRA payments to maintain medical
insurance for 18 months.
7. Spite: Remedies available to TPR under Section 2.4.2 of the Policy
Statement shall not include repayment of stock option appreciation.
8. Right to a vehicle: TPR will continue to cover the expenses for a leased
vehicle and parking. Vehicle lease cost shall not exceed $400 per month.
9. Right to be connected: Xxxxxxx will be provided with a cell phone and
personal home computer.
Agreed to this April 10, 2002.
/s/ Xxxx Xxxxxxx /s/ Xxxx Xxxxxxx
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Xxxx Xxxxxxx Xxxx Xxxxxxx
Chairman & CEO, TPR
