Exhibit 10.3
EMPLOYMENT AGREEMENT
THE PRINCETON REVIEW, INC.
This employment Agreement is between Xxxxx Xxxxxxxxxxxxxx ("Exec") 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: Exec shall serve as the Executive VP of the Test Prep
Division.
2. Compensation: TPR shall pay Exec $275,000 per year, increasing annually by
3%. He shall also receive a bonus of up to 50% of base salary.
3. Stock Option Grant: TPR shall grant Exec an option to purchase 50,000
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 date 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) Exec voluntarily terminates employment or (ii) TPR gives contrary
written notice to Exec 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 Exec.
5. Severance Payments and Benefits: If TPR terminates Exec's employment
without Cause, 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 Exec an amount equal to his
annual base salary for an additional twelve months following termination.
6. Spite: Remedies available to TPR under Section 2.4.2 of the Policy
Statement shall not include repayment of stock option appreciation.
Agreed to this April 10, 2002.
/s/ Xxxx Xxxxxxx /s/ Xxxxx Xxxxxxxxxxxxxx
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Xxxx Xxxxxxx Xxxxx Xxxxxxxxxxxxxx
President, TPR
