0000950133-07-004832 Sample Contracts

•] Shares K12 Inc. Common Stock UNDERWRITING AGREEMENT
Underwriting Agreement • December 10th, 2007 • K12 Inc • Services-educational services • New York
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STOCK OPTION AGREEMENT Pursuant To K12 INC. STOCK OPTION PLAN
Stock Option Agreement • December 10th, 2007 • K12 Inc • Services-educational services

THIS STOCK OPTION AGREEMENT (“Agreement”), is entered into as of July 12, 2007, by and between K12 INC., a Delaware corporation (the “Company”), and Ronald J. Packard (the “Optionee”).

AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • December 10th, 2007 • K12 Inc • Services-educational services • Delaware

THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (“Agreement”) is entered into effective as of July 1, 2007 (the “Effective Date”) between K12 INC., a Delaware corporation (“Company”), and RONALD J. PACKARD (“Executive”), on the following terms and conditions:

AMENDED AND RESTATED STOCK OPTION AGREEMENT
Stock Option Agreement • December 10th, 2007 • K12 Inc • Services-educational services

THIS AMENDED AND RESTATED STOCK OPTION AGREEMENT (“Agreement”) is entered into as of July 12, 2007 by and between K12 INC., a Delaware corporation (the “Company”), and RONALD J. PACKARD (the “Optionee”). This Agreement supercedes and replaces in its entirety the Stock Option Agreement between the Company and the Optionee dated July 27, 2006 (the “Original Option Agreement”), under which the Optionee was granted certain stock options pursuant to Sections 2.4 and 2.41 of Optionee’s Employment Agreement with the Company dated January 1, 2006 (the “Employment Agreement”).

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