{"id":39095,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/employment-agreement-edison-schools-inc-and-h-christopher.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"employment-agreement-edison-schools-inc-and-h-christopher","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/employment-agreement-edison-schools-inc-and-h-christopher.html","title":{"rendered":"Employment Agreement &#8211; Edison Schools Inc. and H. Christopher Whittle"},"content":{"rendered":"<pre>As of December 18, 2001\n\n\nMr. H. Christopher Whittle\nEdison Schools Inc.\n11th Floor\n521 Fifth Avenue\nNew York, NY  10175\n\nDear Chris:\n\n         This letter agreement (\"Agreement\") amends and restates the terms of\nyour employment with Edison Schools Inc. (\"Edison\" or the \"Company\") as approved\nby Edison's Board of Directors (the \"Board\"). This Agreement supercedes and\nreplaces any prior written or oral understandings between the Company and you\nwith respect to the subject matter of the Agreement. You are entering into this\nAgreement for good and valuable consideration, including the consideration set\nforth below under \"Stock Options,\" the receipt and sufficiency of which are\nhereby acknowledged by you.\n\n         Position\/Responsibilities. You will continue to be employed as Edison's\nPresident and Chief Executive Officer (\"CEO\"), working out of the Company's\nheadquarters in New York City. Your responsibilities are set forth on Exhibit A\nattached hereto.\n\n         Term. The term of your employment commences as of the date hereof and\nends on June 30, 2004, unless terminated earlier by you or by the Company as\nprovided below.\n\n         Base Salary. You will be paid at an annual base salary rate of $1\nretroactive to July 1, 2001. Unless otherwise provided by the Board, you shall\nnot be paid a bonus.\n\n         Stock Options. Simultaneous with the execution of this Agreement, (i)\nthe parties hereto shall execute the Stock Option Agreement attached hereto as\nExhibit B (the \"2001 Option\") and (ii) the options represented by the Stock\nOption Agreements attached hereto as Exhibits C, D and E shall accelerate and be\nvested in full.\n\n         Benefits. You will be entitled to the standard Company benefits for\nexecutives at your level as in effect from time to time, a current schedule of\nwhich is attached as Exhibit F. The Company will further maintain for your\nbenefit supplemental long-term disability insurance and supplemental term life\ninsurance such that your total life insurance coverage through the Company is\n$800,000, provided that such supplemental coverage can be obtained at a premium\nthat is customary for a man of your age in good physical condition. You will\nreceive four weeks of vacation annually in addition to the official Company\nholidays. Except as otherwise provided herein, you agree to abide by the rules,\nregulations, instructions, personnel practices and policies of the Company and\nany changes therein which may be adopted from time to time by the Company.\n\n         Expense Reimbursements. You will be reimbursed for 75% of reasonable\nexpenses incurred on the Company's behalf that are commensurate with your\nposition, upon submission of adequate documentation for such expenses.\n\n         Termination\/Severance Pay. (i) Either you or Edison may terminate your\nemployment at any time without cause by giving written notice to that effect.\nThe termination of employment shall be effective on the date specified in such\nnotice.\n\n         (ii) If Edison terminates your employment without cause or if you\nterminate your employment for \"good reason,\" any unvested portion of any\noutstanding option award will be immediately vested. For purposes of this\nAgreement, \"good reason\" shall mean (a) the assignment to you of duties and\nresponsibilities which results in your having materially less significant duties\nand responsibilities or exercising materially less significant power and\nauthority than you had, or duties and responsibilities or power and authority\nnot in all material respects comparable to that of the level and nature which\nyou had, immediately prior to any such assignment; (b) your removal, or the\nfailure to re-appoint you to your then current position with Edison; and (c)\nEdison's failure to perform in a timely manner its material obligations under\nthis Agreement, which failure is not remedied by the Company within 10 days\nfollowing written notice from you to the Company notifying it of such failure,\nother than in the case of each of (a), (b) and (c), (A) with your express\nwritten consent or (B) in connection with any termination of your employment by\nEdison as the result of your disability or \"for cause.\"\n\n         (iii) As used in this Agreement, the term \"disability\" shall mean your\ninability, due to a physical or mental disability, for a period of 90 \n\n\n                                       2\n\ndays, whether or not consecutive, during any 360-day period to perform the\nservices contemplated under this Agreement, with or without reasonable\naccommodation as that term is defined under state or federal law. A\ndetermination of disability shall be made by a physician satisfactory to both\nyou and the Company, provided that if you and the Company do not agree on a\nphysician, you and the Company shall each select a physician and these two\ntogether shall select a third physician, whose determination as to disability\nshall be binding on all parties.\n\n         (iv) If you terminate your employment without good reason prior to July\n1, 2002 and (a) you or WSI Inc. have outstanding borrowings from the Company in\nconjunction with the exercise of your March 1, 1997 option to purchase 600,000\nshares of Series A Common Stock of the Company and your December 15, 1997 option\nto purchase 850,000 shares of Series A Common Stock of the Company and (b) the\nstock of the Company at the time of termination is not publicly traded, you\nagree to pay the Company within thirty (30) days of such termination a penalty\nfee in the amount of $1 million.\n\n         (v) In consideration of and in exchange for the severance benefit\nprovided for in (ii) above, you agree to execute and deliver to Edison following\nthe effective date of the termination of your employment a Separation and\nRelease in the form customarily being used by Edison at such time.\n\n         (vi) Edison shall have the right to terminate your employment for cause\nby giving you written notice to that effect. The termination of employment shall\nbe effective on the date specified in such notice. However, \"for cause\" is\nrestricted to (a) commission of a willful act of dishonesty, gross negligence or\nmisconduct in the course of your duties with Edison which significantly injures\nEdison; (b) conviction of a crime of moral turpitude or of a felony; (c)\nfrequent intoxication during the conduct of your official duties or drug abuse;\nor (d) your failure to perform your responsibilities as set forth on Exhibit A\nattached hereto following written notice from the Company to you notifying you\nof such failure and your failure to remedy such failure with 10 days. If you are\nterminated for cause, Edison will pay your unpaid base salary through the\neffective date of termination.\n\n         Death. If you die during your employment hereunder, this Agreement\nshall terminate upon the date of your death. Edison's obligations under this\nAgreement (other than obligations then due and owing hereunder) will terminate\nupon Edison's payment to the personal representative of your estate (i) your\nunpaid base salary through the date \n\n\n                                       3\n\nof your death and (ii) any expenses properly reimbursable under this Agreement\nand not yet reimbursed.\n\n         Exclusivity. In return for the compensation payments and stock option\nbenefits set forth in this Agreement, you agree to devote 100% of your\nprofessional time and energies to Edison and not engage in any other business\nactivities without prior approval of the Board except for your activities on\nbehalf of WSI Inc. and its affiliates, which activities may not be in the nature\nof a \"competing\" business (as defined below).\n\n         Confidentiality. It is understood that in order to perform your duties\nat Edison, it will be necessary for Edison to divulge to you its proprietary\ninformation, including, but not limited to, information and data relating to or\nconcerned with Edison's business, finances, development projects and other\naffairs. You agree that you will not (i) divulge such proprietary information to\nanyone outside Edison at any time whether or not you are in the employ of\nEdison, except as may otherwise be necessary and appropriate in connection with\nthe business and affairs of Edison, or (ii) use such proprietary information\nother than in performance of your duties to the Company. Your obligation not to\ndisclose or to use proprietary information described above also extends to\nproprietary information of customers of the Company or suppliers to the Company\nor other third parties who may have disclosed or entrusted the same to the\nCompany or to you. You shall deliver to the Company all materials representing\nany such proprietary information in your custody or possession upon the earlier\nof (i) a request by the Company or (ii) the termination of your employment. You\nalso agree that any developments, discoveries or inventions made by you alone or\nwith others (other than for or on behalf of a business which is not a\n\"competing\" business as defined below) during the term of your employment with\nEdison and directly applicable to the type of businesses or development projects\nengaged in by Edison during such period shall be the sole property of Edison.\nYou hereby assign to the Company all your right, title and interest in and to\nall such developments, discoveries and inventions and all related patents,\npatent applications, copyrights and copyright applications. You agree to\ncooperate fully with the Company, both during and after your employment with the\nCompany, with respect to the procurement, maintenance and enforcement of\ncopyrights, patents and other intellectual property rights relating to any such\ndevelopments, discoveries and inventions.\n\n         Non-competition and Non-solicitation. You further agree that during\nyour employment with Edison and for one year after the termination of such\nemployment for any reason, you will not at any time engage in or participate as\nan executive officer, employee, director, agent, \n\n\n                                       4\n\nconsultant, representative, stockholder, or partner, or have any financial\ninterest, in any business which \"competes\" with Edison or any subsidiary of\nEdison. For the purposes hereof, a \"competing\" business shall mean any business\nwhich directly competes with any of the businesses of Edison as such shall exist\nor are planned to be developed during your employment with Edison (for example,\nwithout limitation, the business of managing public and\/or private schools for\nprofit or the sale of school management or student assessment systems such as\n\"The Edison Common\"). Ownership by you of publicly traded stock of any\ncorporation conducting any such business shall not be deemed a violation of the\npreceding two sentences provided you do not own more than three percent (3%) of\nthe stock of any such corporation. You further agree that for a period of one\nyear after termination of your employment with Edison for any reason, you will\nnot, directly or indirectly, solicit the employment or other services of any\nexecutive employee of Edison. For the purposes of the foregoing, any executive\nemployee of Edison who within twelve (12) months of terminating his employment\nwith Edison becomes employed by any entity of which you are an officer or\ndirector or owner of more than an aggregate of 3% of the outstanding stock or\nequity interest therein shall be deemed, prima facie, to have been so solicited.\nIf any restriction set forth in this paragraph is found by any court of\ncompetent jurisdiction to be unenforceable because it extends for too long a\nperiod of time or over too great a range of activities or in too broad a\ngeographic area, it shall be interpreted to extend only over the maximum period\nof time, range of activities or geographic area as to which it may be\nenforceable.\n\n         Equitable Remedies. The restrictions contained in the paragraphs above\nentitled \"Confidentiality\" and \"Non-competition and Non-solicitation\" are\nnecessary for the protection of the business and goodwill of the Company and are\nconsidered by you to be reasonable for such purposes. You agree that any breach\nof either such paragraph is likely to cause the Company substantial and\nirrevocable damage that is difficult to measure. Therefore, in the event of any\nsuch breach or threatened breach, you agree that the Company, in addition to\nsuch other remedies which may be available, shall have the right to obtain an\ninjunction from a court restraining such a breach or threatened breach and the\nright to specific performance of the provisions of either such paragraph, and\nyou hereby waive the adequacy of a remedy at law as a defense to such relief.\n\n         Entire Agreement. Together with the attached exhibits, this Agreement\nconstitutes the entire understanding of the parties with respect to the subject\nmatter hereof and supersedes all prior agreements and understandings, written or\noral, among the parties with respect to such \n\n\n                                       5\n\nsubject matter. This Agreement may be amended or modified only by a written\ninstrument executed by both you and the Company. This Agreement is governed by\nthe substantive laws of the State of New York. Any action, suit or other legal\nproceeding arising under or relating to any provision of this Agreement shall be\ncommenced only in a state or federal court located within the State of New York,\nand the Company and you each consent to the jurisdiction of such a court.\n\n         Successors and Assigns. This Agreement shall be binding upon and inure\nto the benefit of both parties and their respective successors and assigns,\nincluding any corporation with which, or into which, the Company may be merged\nor which may succeed to the Company's assets or business, provided, however,\nthat your obligations are personal and shall not be assigned by you.\n\n         Waivers. No delay or omission by the Company in exercising any right\nunder this Agreement shall operate as a waiver of that or any other right. A\nwaiver or consent given by the Company on any one occasion shall be effective\nonly in that instance and shall not be construed as a bar or waiver of any right\non any other occasion.\n\n         Severability. In case any provision of this Agreement shall be invalid,\nillegal or otherwise unenforceable, the validity, legality and enforceability of\nthe remaining provisions shall in no way be affected or impaired thereby.\n\n         Duplicate originals of this Agreement are being provided to you. Please\nsign below to evidence your agreement to the foregoing, and return one original\nto me for our records.\n\nSincerely,\n\nEDISON SCHOOLS INC.\n\nBy:  \/s\/ Benno C. Schmidt, Jr.\n   ----------------------------\n         Benno C. Schmidt, Jr.\n\nACCEPTED AND AGREED:\n\n\/s\/  H. Christopher Whittle\n   ----------------------------\n     H. Christopher Whittle\n\n\n\n                                       6\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7412],"corporate_contracts_industries":[],"corporate_contracts_types":[9539,9544],"class_list":["post-39095","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-edison-schools-inc","corporate_contracts_types-compensation","corporate_contracts_types-compensation__employment"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/39095","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=39095"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=39095"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=39095"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=39095"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}