EXHIBIT (d)(11)
March 28, 2002
Edison Schools Inc.
000 Xxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, XX 00000
Dear Ladies and Gentlemen:
On June 20, 2000, Edison Schools Inc. (the "Company") and the undersigned
entered into a letter agreement setting forth the terms of the undersigned's
employment with the Company (the "Letter Agreement"). This letter agreement (the
"First Amendment to Letter Agreement") sets forth an amendment to the Letter
Agreement.
For good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the Company and the undersigned, intending to be
legally bound, hereby agree as follows:
1. The first sentence of paragraph (iv) of the section of the Letter
Agreement entitled "Termination/Severance Pay" is hereby deleted in its entirety
and the following sentence inserted in lieu thereof:
"In the event of a termination of your employment for any reason, other
than your death or a termination of you by Xxxxxx for cause as defined in
paragraph (iii) or a termination by you for reasons other than for "good
reason", in addition to any other severance pay to which you maybe entitled, the
Company will pay you a lump sum of $3.2 million (the "Lump-Sum Severance
Payment") within 30 days after the Effective Termination Date."
2. As amended hereby, the Letter Agreement is hereby confirmed to be in
full force and effect.
3. This First Amendment Letter Agreement constitutes the entire
understanding of the parties with respect to the subject matter hereof.
4. This First Amendment to Letter Agreement may be executed in
counterparts, and each counterpart shall have the same force and effect as an
original and shall constitute an effective, binding agreement on the part of the
Company and the undersigned.
5. This First Amendment to Letter Agreement is governed by the substantive
laws of the State of New York.
Please sign below to evidence your agreement to the foregoing.
Sincerely,
/s/ Xxxxx X. Xxxxxxx, Xx.
-------------------------
Xxxxx X. Xxxxxxx, Xx.
ACCEPTED AND AGREED:
EDISON SCHOOLS INC.
By: /s/ X. Xxxxxxxxxxx Xxxxxxx
--------------------------------
Name: X. Xxxxxxxxxxx Xxxxxxx
Title: Chief Executive Officer
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