{"id":39473,"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-president-and-ceo-school-specialty-inc.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"employment-agreement-president-and-ceo-school-specialty-inc","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/employment-agreement-president-and-ceo-school-specialty-inc.html","title":{"rendered":"Employment Agreement – President and CEO – School Specialty, Inc."},"content":{"rendered":"

EMPLOYMENT AGREEMENT<\/u><\/strong><\/p>\n

\n

THIS EMPLOYMENT AGREEMENT (“Agreement<\/u>“) is executed as of this 12th
\nday of January 2012 (“the Effective Date”), by and between Michael P. Lavelle
\n(“Executive<\/u>“) and School Specialty, Inc. (the “Company<\/u>“).<\/p>\n<\/p>\n

RECITALS<\/strong><\/p>\n

\n

The Company desires to employ Executive as its President and Chief Executive
\nOfficer, and Executive desires to be employed by the Company in such capacity,
\non the terms and conditions set forth herein.<\/p>\n<\/p>\n

As a result of Executive153s employment with the Company, Executive will have
\naccess to and be entrusted with valuable information about the Company153s
\nbusiness and customers, including trade secrets and confidential information;
\nand<\/p>\n<\/p>\n

The parties believe it is in their best interests to make provision for
\ncertain aspects of their relationship during and after the period in which
\nExecutive is employed by the Company.<\/p>\n<\/p>\n

NOW, THEREFORE, in consideration of the promises and the mutual agreements
\nand covenants contained herein, and for other good and valuable consideration,
\nthe receipt and sufficiency of which is hereby acknowledged by the Company and
\nExecutive (jointly, the “Parties<\/u>“), the Parties agree as follows:<\/p>\n<\/p>\n

ARTICLE I<\/strong><\/p>\n

\n

EMPLOYMENT<\/strong><\/p>\n

\n<\/p>\n

1.1.<\/p>\n<\/p>\n

Position and Duties<\/u>. Executive shall be employed in the position of
\nPresident and Chief Executive Officer of the Company and shall be subject to the
\nauthority of, and shall report to, the Company153s Board of Directors (the
\n“Board<\/u>“). Executive153s duties and responsibilities shall include all those
\ncustomarily attendant to the position of President and Chief Executive Officer,
\nand such other duties and responsibilities as may be assigned from time to time
\nby the Board. In addition, Executive shall serve as an officer and\/or member of
\nthe board of directors of an Affiliate of the Company (a “Related
\nCompany<\/u>“, and jointly, “Related Companies<\/u>“) to which he may be
\nappointed or elected. An “Affiliate<\/u>” means an entity which, directly or
\nindirectly, controls, is controlled by, or is under common control with, the
\nCompany, with control measured by the ability to vote a majority of the stock or
\nother ownership interests in such entity. Executive shall devote Executive153s
\nentire business time, attention and energies exclusively to the business
\ninterests of the Company and Related Companies while employed by the Company,
\nexcept as otherwise specifically approved in writing by the Board.<\/p>\n<\/p>\n

1.2.<\/p>\n<\/p>\n

Term of Employment. <\/u>The Company employs Executive, and Executive
\naccepts employment by the Company, for the period commencing on the Effective
\nDate and ending on June 30, 2015 (the “Employment Term”), subject to earlier
\ntermination as hereinafter set forth in Article III. Upon the termination of
\nExecutive153s employment for any reason, he will be deemed<\/p>\n<\/p>\n<\/p>\n

to have resigned all of his positions with the Company and any Related
\nCompany as an officer or member of their respective boards of directors,
\nincluding the Board.<\/p>\n<\/p>\n

1.3<\/p>\n<\/p>\n

Board Service<\/u>. Effective as of the first day of Executive153s employment
\nwith the Company, Executive will serve as a Class I member of the Board until
\nthe earlier of the next annual meeting of the Company or the termination of his
\nemployment with the Company for any reason. Thereafter, for so long as he
\nremains the President and Chief Executive Officer of the Company, he will be
\nnominated to serve as a member of the Board. Executive will be an employee
\ndirector, and as such, he will not receive any additional compensation for
\nserving as a member of the Board.<\/p>\n<\/p>\n

ARTICLE II<\/strong><\/p>\n

\n

COMPENSATION AND OTHER BENEFITS<\/strong><\/p>\n

\n<\/p>\n

2.1<\/p>\n<\/p>\n

Base Salary<\/u>. During the Employment Term, the Company shall pay
\nExecutive in substantially equal monthly or more frequent installments, an
\nannual salary of Six Hundred Twenty-Five Thousand Dollars ($625,000) (“Base
\nSalary<\/u>“), payable in accordance with the normal payroll practices and
\nschedule of the Company. Executive153s Base Salary shall be reviewed at least
\nannually and may be increased at any time and from time to time as the
\nCompensation Committee of the Board (the “Compensation Committee”) and the Board
\nas required, in their sole discretion, shall deem appropriate. The term “Base
\nSalary”, as utilized in this Agreement, shall refer to Base Salary as so
\nincreased. Any increase in Base Salary shall not serve to limit or reduce any
\nother obligation to Executive under this Agreement. Base Salary shall not be
\nreduced at any time during the Employment Term, except with the consent of the
\nExecutive. All amounts in this Agreement are stated prior to deductions for
\nfederal and state income and employment tax withholding.<\/p>\n<\/p>\n

2.2<\/p>\n<\/p>\n

Incentive Compensation<\/u>.<\/p>\n<\/p>\n

(a)<\/p>\n<\/p>\n

In General<\/u>. During the Employment Term, Executive shall participate in
\nannual incentive bonus plans and long-term incentive compensation plans (the
\nlatter to consist of plans offering stock options, restricted stock and\/or other
\nlong-term incentive compensation) offered by the Company to its senior
\nexecutives. Specifically, as regards the Company153s annual cash incentive bonus
\nplan, Executive will commence participation for fiscal year 2013, and as regards
\nlong-term incentive compensation, Executive will commence participation with the
\nannual grants made in fiscal year 2013. The amount and type of grants, any
\nvesting criteria and performance metrics for such compensation, as well as any
\nother material terms, shall be determined by the Compensation Committee and the
\nBoard as required, in their sole discretion, after consultation with
\nExecutive. <\/u><\/p>\n<\/p>\n

(b)<\/p>\n<\/p>\n

Awards on First Day of Employment<\/u>. In addition to, and notwithstanding
\nthe foregoing, Executive shall receive the long-term incentive awards set out in
\nExhibits A, B and C hereto on the first date of employment by the Company.<\/p>\n<\/p>\n

2.3<\/p>\n<\/p>\n

Other Benefits<\/u>.<\/p>\n<\/p>\n

(a)<\/p>\n<\/p>\n

In General<\/u>. During the Employment Term and subject to any limitation
\non participation provided by applicable law: (i) the Executive shall be entitled
\nto<\/p>\n<\/p>\n<\/p>\n

2<\/p>\n

\n<\/p>\n

participate in all applicable qualified and nonqualified retirement plans,
\npractices, policies and programs of the Company to the same extent as other
\nsenior executives of the Company, and (ii) Executive and\/or Executive153s family,
\nas the case may be, shall be eligible for all applicable welfare benefit plans,
\npractices, policies and programs provided by the Company and its Affiliates,
\nother than severance plans, practices, policies and programs, to the same extent
\nas other senior executives of the Company. Nothing herein shall be deemed to
\nlimit the Company153s ability to amend, terminate or otherwise change any of the
\nreferenced plans, practices, polices and programs at any time, and from time to
\ntime.<\/p>\n<\/p>\n

(b)<\/p>\n<\/p>\n

Paid Time Off<\/u>. During the Employment Term, Executive shall be entitled
\nto 20 days of Paid Time Off per calendar year, which shall accrue in accordance
\nwith the Company153s policy. As used herein, “Paid Time Off<\/u>” means sick
\ndays, personal days and vacation days. Carryovers of Paid Time Off will be
\ndetermined pursuant to the Company153s written policy.<\/p>\n<\/p>\n

(c)<\/p>\n<\/p>\n

Relocation Benefits<\/u>. In addition to those benefits provided in the
\nCompany153s relocation policy, Executive shall be entitled to such additional
\nbenefits as shall be agreed to between Executive and the Chair of the
\nCompensation Committee, including, but not limited to, reimbursement to
\nExecutive for reasonable commuting expenses between Orlando, Florida and
\nAppleton, Wisconsin until such time as Executive relocates his family to
\nAppleton, Wisconsin, which shall be no later than June 30, 2012. Any payment or
\nreimbursement of any relocation expense shall be paid on or before the end of
\nthe calendar year following the calendar year in which such expense was incurred
\nand the amount of relocation expenses eligible for payment or reimbursement
\nduring any calendar year may not affect the relocation expenses eligible for
\npayment or reimbursement in any other calendar year. Further, Executive may not
\nliquidate or exchange the right to payment or reimbursement of relocation
\nexpenses for any other benefit.<\/p>\n<\/p>\n

2.4<\/p>\n<\/p>\n

Expense Reimbursement<\/u>. The Company shall pay or reimburse Executive
\nfor all reasonable out-of- pocket expenses incurred by Executive in the course
\nof performing Executive153s duties for the Company in accordance with the
\nCompany153s reimbursement policies for senior executives as in effect from time to
\ntime. Executive shall keep accurate records and receipts of such expenditures
\nand shall submit such accounts and proof thereof as may from time to time be
\nrequired in accordance with such expense account or reimbursement policies that
\nthe Company may establish for its senior executives generally. The Company153s
\nobligation to pay or reimburse Executive for certain expenses will comply with
\nthe requirements set forth in Section 1.409A-3(i)(1)(iv) of the regulations (the
\n“409A Regulations<\/u>“), promulgated under Section 409A of the Internal
\nRevenue Code of 1986, as amended (the “Code<\/u>“), including the requirement
\nthat the amount of expenses eligible for reimbursement during any calendar year
\nmay not affect the expenses eligible for reimbursement in any other taxable
\nyear. Further, reimbursement of eligible expenses shall be made on or before the
\nlast day of the calendar year following the calendar year in which the expense
\nwas incurred, as required by Section 1.409A-3(i)(1)(iv) of the 409A Regulations.\n<\/p>\n<\/p>\n<\/p>\n

3<\/p>\n

\n<\/p>\n

<\/p>\n<\/p>\n

ARTICLE III<\/strong><\/p>\n

\n

TERMINATION<\/strong><\/p>\n

\n<\/p>\n

3.1<\/p>\n<\/p>\n

Right to Terminate; Automatic Termination. During the Employment Term,
\nExecutive153s employment may terminate for any of the reasons set out in
\nparagraphs (a) through (e) hereof.<\/p>\n<\/p>\n

(a)<\/p>\n<\/p>\n

Termination by Death or Disability. Executive153s employment and the Company153s
\nobligations under this Agreement, except as provided in Section 3.2(a), below,
\nshall terminate automatically, effective immediately and without any notice
\nbeing necessary, upon Executive153s death or a determination of Disability of
\nExecutive. For purposes of this Agreement, “Disability<\/u>” means the
\ninability of Executive, due to a physical or mental impairment, to perform the
\nessential functions of Executive153s job with the Company, with reasonable
\naccommodation, for a period of 90 days (whether or not consecutive) in any
\nconsecutive 365-day period, as determined by a physician selected by the Company
\nand Executive. If the Company and Executive cannot agree on a physician, each
\nparty shall select a physician and the two physicians shall select a third who
\nshall make the determination as to whether Executive meets the definition of
\nDisability. Executive shall cooperate with any reasonable efforts to make such
\ndetermination. In the event Executive is unable to select a physician, such
\nselection shall be made by his spouse, and if she is unable to select a
\nphysician, such selection shall be made by Executive153s legal representative. Any
\nsuch determination shall be conclusive and binding on the Parties. Any
\ndetermination of Disability under this Section 3.1(a) is not intended to alter
\nany benefits any party may be entitled to receive under any long-term disability
\ninsurance policy carried by either the Company or Executive with respect to
\nExecutive, which benefits shall be governed solely by the terms of any such
\ninsurance policy.<\/p>\n<\/p>\n

(b)<\/p>\n<\/p>\n

Termination For Cause. The Company may terminate Executive153s employment and
\nall of the Company153s obligations under this Agreement, except as provided in
\nSection 3.2(a), below, at any time for Cause (as defined below) by giving
\nwritten notice to Executive stating the basis for such termination, effective
\nimmediately upon giving such notice or at such other time thereafter as the
\nCompany may designate. “Cause<\/u>” shall mean any of the following: (1)
\nExecutive has materially breached this Agreement, any other agreement to which
\nExecutive and the Company are parties, or any Company policy (including the
\nCompany153s policy against unlawful harassment), or has materially breached any
\nother obligation or duty owed to the Company, including, but not limited to,
\nExecutive153s substantial failure or willful refusal to perform his duties and
\nresponsibilities to the Company; (2) Executive has committed gross negligence,
\nwillful misconduct or any violation of law in the performance of Executive153s
\nduties for the Company; (3) Executive has taken any action substantially likely
\nto result in discredit to or loss of business, reputation or goodwill of the
\nCompany; (4) Executive has failed to follow reasonable instructions from the
\nBoard concerning the operations or business of the Company; (5) Executive has
\nbeen convicted of or plead nolo contendere<\/em> to a felony or other crime,
\nthe circumstances of which substantially relate to Executive153s employment duties
\nwith the Company; (6) Executive has misappropriated funds or property of the
\nCompany or engaged in any material act of dishonesty; (7) Executive has
\nattempted to obtain a personal profit from any transaction in which the Company
\nhas an<\/p>\n<\/p>\n<\/p>\n

4<\/p>\n

\n<\/p>\n

interest, and which constitutes a corporate opportunity of the Company, or
\nwhich is adverse to the interests of the Company, unless the transaction was
\napproved in writing by the Board after full disclosure of all details relating
\nto such transaction. For purposes of this Section 3.1(b), no act, or failure to
\nact, on Executive153s part will be deemed “willful<\/u>” unless done, or omitted
\nto be done, by the employee in bad faith.<\/p>\n<\/p>\n

(c)<\/p>\n<\/p>\n

Termination by Resignation<\/u>. Executive153s employment and the Company153s
\nobligations under this Agreement shall terminate automatically, except as
\nprovided in Section 3.2(a), below, when Executive voluntarily terminates his
\nemployment with the Company other than with Good Reason (as described in Section
\n3.1(e), below), with ninety (90) days153 prior notice, or at such other earlier
\ntime as may be mutually agreed between the Parties following the provision of
\nsuch notice.<\/p>\n<\/p>\n

(d)<\/p>\n<\/p>\n

Termination Without Cause<\/u>. The Company may terminate Executive153s
\nemployment and all of the Company153s obligations under this Agreement, except as
\nprovided in Section 3.2(b), below, at any time and for any reason. Such
\ntermination shall be effective immediately upon the Company providing notice to
\nExecutive that he is terminated without Cause, or such other time thereafter as
\nthe Company shall designate. If the Executive is employed by the Company at the
\nend of the Employment Term, and the Employment Term is not extended beyond June
\n30, 2015, such non-extension shall be treated as a termination without Cause
\nunder this Section 3.1(d) and Executive153s termination date shall be June 30,
\n2015.<\/p>\n<\/p>\n

(e)<\/p>\n<\/p>\n

Termination By Executive With Good Reason<\/u>. Executive may terminate
\nthis Agreement with Good Reason, at which time Executive153s employment and all of
\nthe Company153s obligations under this Agreement shall terminate, except as
\nprovided in Section 3.2(b). “Good Reason<\/u>” shall mean the occurrence of
\nany of the following conditions without Executive153s written consent, provided
\nthat Executive shall provide notice to the Company of the existence of the
\ncondition within 90 days of the initial existence of such condition, the Company
\nshall have 30 days from the date it receives the notice (the “Cure
\nPeriod<\/u>“) within which to cure such condition, and the Executive must
\nterminate his employment within no more than 30 days after the expiration of the
\nCure Period if the Company does not cure the condition within the Cure Period:
\n(A) a reduction in Executive153s title such that he is no longer President and
\nChief Executive Officer of the Company, (B) a material reduction in (i)
\nExecutive153s current level of Base Salary under Section 2.1 hereof or (ii)
\nExecutive153s incentive compensation under Section 2.2(a) hereof, or (C) a
\nmaterial breach by the Company of any material provision of this Agreement.<\/p>\n<\/p>\n

3.2<\/p>\n<\/p>\n

Obligations Upon Termination<\/u>.<\/p>\n<\/p>\n

(a)<\/p>\n<\/p>\n

Section 3.1(a)-(c) Terminations<\/u>. If Executive153s employment is
\nterminated pursuant to Section 3.1(a) or (b), above, or if Executive resigns
\npursuant to Section 3.1(c), above, Executive or Executive153s estate shall have no
\nfurther rights against the Company hereunder, except for the right to receive
\n(i) any unpaid Base Salary with respect to the period prior to the effective
\ndate of termination of employment, (ii) payment of any accrued but unused Paid
\nTime-Off, consistent with the Company153s policy<\/p>\n<\/p>\n<\/p>\n

5<\/p>\n

\n<\/p>\n

related to carryovers of unused time and applicable law, (iii) all vested
\nbenefits to which Executive is entitled under any benefit plans set forth in
\nSection 2.3(a) hereof in accordance with the terms of such plans through the
\ndate employment terminates and (iv) reimbursement of expenses to which Executive
\nmay be entitled under Sections 2.3(c) and 2.4 hereof (collectively, the
\n“Accrued Obligations<\/u>“). The treatment of Executive153s incentive
\ncompensation provided under Section 2.2 hereof shall be governed by the terms of
\nthe applicable plans or grant agreements, except as explicitly provided to the
\ncontrary pursuant to this Agreement.<\/p>\n<\/p>\n

(b)<\/p>\n<\/p>\n

Termination Without Cause or For Good Reason Prior to a Change in Control
\nor After the Protected Period<\/u>.<\/p>\n<\/p>\n

i.<\/p>\n<\/p>\n

Company Obligations<\/u>. If Executive153s employment is terminated pursuant
\nto Section 3.1(d) or (e), above, prior to a Change in Control as defined in the
\nCompany153s 2008 Equity Incentive Plan (a “Change in Control<\/u>“) or after the
\nProtected Period as defined in Section 3.2(c), below, Executive shall have no
\nfurther rights against the Company hereunder, except for the right to receive
\n(i) the Accrued Obligations and (ii) Severance Payments, as defined below, but
\nonly for so long as Executive complies with the requirements of Articles IV, V,
\nVI, VII, VIII, IX and X, below. For purposes of this Agreement, “Severance
\nPayments” means (A) twelve (12) months of Base Salary continuation, (B) a
\npro-rated annual incentive bonus payment (based on the number of days worked in
\nthat fiscal year) for the fiscal year in which termination of employment occurs
\nbased on actual performance-based bonus attainments for such fiscal year in a
\nlump sum, and (C) reimbursement for that portion of the premiums paid by
\nExecutive to obtain COBRA continuation health coverage that equals the Company153s
\nsubsidy for health coverage for active employees with family coverage
\n(“COBRA Continuation Payments<\/u>“) for twelve (12) months following the date
\nemployment terminates (provided that Executive has not obtained health coverage
\nfrom any other source and is not eligible to receive health coverage from any
\nother employer, in which event Executive shall no longer be entitled to
\nreimbursement), at the times provided in subsection (iii), below. The treatment
\nof Executive153s incentive compensation provided under Section 2.2 hereof shall be
\ngoverned by the terms of the Company153s applicable plans or grant agreements,
\nexcept as explicitly provided to the contrary pursuant to this Agreement.<\/p>\n<\/p>\n

ii.<\/p>\n<\/p>\n

Release Requirement<\/u>. Notwithstanding the foregoing, the Company shall
\nnot pay to Executive, and Executive shall not have any right to receive, the
\nSeverance Payments unless, on or before the forty-fifth (45th) day following the
\ndate of termination of employment, (1) Executive has executed and delivered to
\nthe Company a release of all employment-related claims against the Company, its
\nAffiliates, successor companies, and their past and current directors, officers,
\nemployees and agents, in a form provided to Executive by the Company, and (2)
\nthe statutory rescission period for such release has expired.<\/p>\n<\/p>\n

iii.<\/p>\n<\/p>\n

Timing of Payment of Severance Payments<\/u>. Base Salary continuation
\nshall commence on the first payroll date after the forty-fifth (45th)<\/p>\n<\/p>\n<\/p>\n

6<\/p>\n

\n<\/p>\n

day following the date of Executive153s termination of employment, provided
\nthat (1) and (2) of Section 3.2(b)(ii) have been satisfied by such date, and
\nshall be paid over a twelve (12) month period in accordance with the normal
\npayroll practices and schedule of the Company. The pro-rated annual incentive
\nbonus payment shall be made at such time as other participants in the plan
\nreceive their payment, or, if later, on the forty-fifth (45th) day following the
\ndate of Executive153s termination of employment, provided that (1) and (2) of
\nSection 3.2(b)(ii) have been satisfied by such date. COBRA Continuation Payments
\nshall be paid on a monthly basis after Executive has paid the applicable COBRA
\npremium payment, provided that (1) and (2) of Section 3.2(b)(ii) have been
\nsatisfied by such date, over a 12-month period. Notwithstanding anything to the
\ncontrary contained in this Agreement, if (1) Employee is a “specified employee”
\nwithin the meaning of Section 1.409A-1(i) of the 409A Regulations, and (2) the
\nSeverance Payments do not qualify for exemption from Section 409A under the
\nshort-term deferral exception to deferred compensation of Section 1.409A-1(b)(4)
\nof the 409A Regulations, the separation pay plan exception to deferred
\ncompensation of Section 1.409A-1(b)(9) of the 409A Regulations, or any other
\nexception under the 409A Regulations, that portion of the Severance Payments not
\nexempt from Section 409A of the Code shall be made in accordance with the terms
\nof this Agreement, but in no event earlier than the first to occur of
\n(a<\/em>) the day after the six-month anniversary of Employee153s termination
\nof employment, or (b<\/em>) Employee153s death. Any payments delayed pursuant
\nto the prior sentence shall be made in a lump sum, on the first business day
\nafter the six-month anniversary of Employee153s termination of employment along
\nwith interest thereon payable at the short-term applicable federal rate for
\nmonthly payments, as determined under Section 1274(d) of the Code, for the month
\nin which Employee153s employment terminated.<\/p>\n<\/p>\n

iv.<\/p>\n<\/p>\n

Treatment of Severance Payments for Tax and Benefit Purposes<\/u>. The
\nSeverance Payments shall be treated as ordinary income and shall be reduced by
\nany applicable income or employment taxes which are required to be withheld
\nunder applicable law, and all amounts are stated before any such deduction.
\nFurthermore, the Severance Payments shall not be included as compensation for
\npurposes of any qualified or nonqualified retirement or welfare benefit plan,
\nprogram or policy of the Company.<\/p>\n<\/p>\n

(c)<\/p>\n<\/p>\n

Termination Without Cause or For Good Reason After a Change in Control and
\nPrior to the Expiration of the Protected Period<\/u>.<\/p>\n<\/p>\n

(i)<\/p>\n<\/p>\n

Company Obligations<\/u>. If Executive153s employment is terminated pursuant
\nto Section 3.1(d) or (e), above, after a Change in Control that is a change in
\ncontrol for purposes of Section 409A of the Code and within two years after such
\nChange in Control (the “Protected Period<\/u>“), Executive shall have no
\nfurther rights against the Company hereunder, except for the right to receive
\n(i) the Accrued Obligations and (ii) CIC Severance Payments and Health Care
\nContinuation, as defined below, but only for so long as Executive complies with
\nthe requirements of Articles IV, V, VI, VII, VIII, IX and X, below. For purposes\n<\/p>\n<\/p>\n<\/p>\n

7<\/p>\n

\n<\/p>\n

of this Agreement, “CIC Severance Payments<\/u>” means (A) twenty-four (24)
\nmonths of Base Salary in a lump sum and (B) a pro-rated annual incentive bonus
\npayment (based on the number of days worked in that fiscal year) for the fiscal
\nyear in which termination of employment occurs based on the target bonus for
\nsuch fiscal year in a lump sum, at the times provided in subsection (iii). The
\nCompany, its successor or such other entity that would be required to provide
\nCOBRA continuation coverage to “M&A qualified beneficiaries” shall provide
\ngroup health benefits under that entity153s then-current group health plans for
\nExecutive and Executive153s spouse and dependents, if applicable, for up to
\ntwenty-four (24) months following Executive153s termination of employment on the
\nsame basis as if Executive had continued to be employed during that period (such
\ncontinuation coverage hereinafter referred to as the “Health Care
\nContinuation<\/u>“), provided that (1) Executive timely pays the premiums toward
\nthe cost of such benefits that an active employee would be required to pay for
\nthe same benefits, and (2) Executive has not obtained health coverage from any
\nother source and is not eligible to receive health coverage from any other
\nemployer. The Health Care Continuation shall terminate on the earlier of the
\neffective date of Executive153s health coverage from any other source or
\nExecutive153s eligibility to receive health coverage from any other employer of
\nExecutive. Further, the COBRA health care continuation coverage period under
\nSection 4980B of the Code shall run concurrently with the Health Care
\nContinuation period. In addition, the Health Care Continuation will be on an
\nafter-tax basis with the portion of the monthly cost of coverage paid by the
\nCompany (or another entity) being taxable income to Executive. The treatment of
\nExecutive153s incentive compensation provided under Section 2.2 hereof shall be
\ngoverned by the terms of the Company153s applicable plans or grant agreements,
\nexcept as explicitly provided to the contrary pursuant to this Agreement.<\/p>\n<\/p>\n

(ii)<\/p>\n<\/p>\n

Release Requirement<\/u>. Notwithstanding the foregoing, the Company shall
\nnot pay to Executive, and Executive shall not have any right to receive, the CIC
\nSeverance Payments or Health Care Continuation unless, on or before the
\nforty-fifth (45th) day following the date of termination of employment, (1)
\nExecutive has executed and delivered to the Company a release of all
\nemployment-related claims against the Company, its Affiliates, successor
\ncompanies, and their past and current directors, officers, employees and agents,
\nin a form provided to Executive by the Company, and (ii) the statutory
\nrescission period for such release has expired.<\/p>\n<\/p>\n

(iii)<\/p>\n<\/p>\n

Timing of Payment of CIC Severance Payments<\/u>. The lump sum payment of
\ntwenty-four (24) months of Base Salary and the pro-rated annual incentive
\npayment shall be made on the forty-fifth (45th) day following the date of
\nExecutive153s termination of employment, provided that (1) and (2) of Section
\n3.2(c)(ii) have been satisfied by such date. Notwithstanding anything to the
\ncontrary contained in this Agreement, if (1) Employee is a “specified employee”
\nwithin the meaning of Section 1.409A-1(i) of the 409A Regulations, and (2) the
\nCIC Severance Payments do not qualify for exemption from Section 409A under the
\nshort-term deferral exception to deferred compensation of Section 1.409A-<\/p>\n<\/p>\n<\/p>\n

8<\/p>\n

\n<\/p>\n

1(b)(4) of the 409A Regulations, the separation pay plan exception to
\ndeferred compensation of Section 1.409A-1(b)(9) of the Treasury Regulations, or
\nany other exception under the 409A Regulations, that portion of the CIC
\nSeverance Payments not exempt from Section 409A of the Code shall be made in
\naccordance with the terms of this Agreement, but in no event earlier than the
\nfirst to occur of (a<\/em>) the day after the six-month anniversary of
\nEmployee153s termination of employment, or (b<\/em>) Employee153s death. Any
\npayments delayed pursuant to the prior sentence shall be made in a lump sum, on
\nthe first business day after the six-month anniversary of Employee153s termination
\nof employment along with interest thereon payable at the short-term applicable
\nfederal rate for monthly payments, as determined under Section 1274(d) of the
\nCode, for the month in which Employee153s employment terminated.<\/p>\n<\/p>\n

(iv)<\/p>\n<\/p>\n

Treatment of CIC Severance Payments for Tax and Benefit Purposes<\/u>. The
\nCIC Severance Payments shall be treated as ordinary income and shall be reduced
\nby any applicable income or employment taxes which are required to be withheld
\nunder applicable law, and all amounts are stated before any such deduction.
\nFurthermore, the CIC Severance Payments shall not be included as compensation
\nfor purposes of any qualified or nonqualified retirement or welfare benefit
\nplan, program or policy of the Company.<\/p>\n<\/p>\n

(d)<\/p>\n<\/p>\n

Parachute Payments<\/u>. Notwithstanding anything contained in this
\nAgreement to the contrary, the Company, based on the advice of its legal or tax
\ncounsel, shall compute whether there would be any “excess parachute payments”
\npayable to Executive, within the meaning of Section 280G of the Code, taking
\ninto account the total parachute payments,” within the meaning of Section 280G
\nof the Code, payable to Executive by the Company under this Agreement and any
\nother plan, agreement or otherwise. If there would be any excess parachute
\npayments, the Company, based on the advice of its legal or tax counsel, shall
\ncompute the net after-tax proceeds related to such parachute payments, taking
\ninto account the excise tax imposed by Section 4999 of the Code, as if (i) such
\nparachute payments were reduced, but not below zero, such that the total
\nparachute payments payable to Executive would not exceed three (3) times the
\n“base amount” as defined in Section 280G of the Code, less One Dollar ($1.00),
\nor (ii) the full amount of such parachute payments were not reduced. If reducing
\nthe amount of such parachute payments otherwise payable would result in a
\ngreater after-tax amount to Executive, such reduced amount shall be paid to
\nExecutive and the remainder shall be forfeited as of the date Executive153s
\nemployment terminates. If not reducing such parachute payments otherwise payable
\nwould result in a greater after-tax amount to Executive, then such parachute
\npayments shall not be reduced. If such parachute payments are reduced pursuant
\nto the foregoing, they will be reduced in the following order: first, by
\nreducing any cash severance payments, then by reducing any fringe or other
\nseverance benefits, and finally by reducing any payments or benefits otherwise
\npayable with respect to, or measured by, the Company153s common stock (including
\nwithout limitation by eliminating accelerated vesting, in each case starting
\nwith the installment or tranche last eligible to become vested absent the
\noccurrence of the Change in Control). Notwithstanding the foregoing, to the
\nextent the parties agree that any of the foregoing amounts are not parachute
\npayments, such amounts shall not be reduced. To<\/p>\n<\/p>\n<\/p>\n

9<\/p>\n

\n<\/p>\n

the extent the parties cannot agree as to whether any of the payments are in
\nfact parachute payments, the parties will designate, by mutual agreement, an
\nunrelated third-party with tax expertise to make the determination.
\nNotwithstanding any provision of this Section 3.2(d) to the contrary, no amount
\nshall be subject to reduction pursuant to this Section 3.2(d) to the extent the
\nreduction would result in a violation of any applicable law.<\/p>\n<\/p>\n

ARTICLE IV<\/strong><\/p>\n

\n

CONFIDENTIALITY<\/strong><\/p>\n

\n<\/p>\n

4.1<\/p>\n<\/p>\n

Confidentiality Obligations<\/u>. Executive will not, during the term of
\nExecutive153s employment, directly or indirectly use or disclose any Confidential
\nInformation or Trade Secrets except in the interest and for the benefit of the
\nCompany. After the end, for any reason, of Executive153s employment with the
\nCompany, Executive will not directly or indirectly use or disclose any Trade
\nSecrets. For a period of twenty-four (24) months following the end, for any
\nreason, of Executive153s employment with the Company, Executive will not directly
\nor indirectly use or disclose any Confidential Information. Executive further
\nagrees not to use or disclose at any time information received by the Company
\nfrom others except in accordance with the Company153s contractual or other legal
\nobligations; the Company153s Customers are third party beneficiaries of this
\nobligation.<\/p>\n<\/p>\n

4.2<\/p>\n<\/p>\n

Definitions<\/u>.<\/p>\n<\/p>\n

(a)<\/p>\n<\/p>\n

Trade Secret<\/u>. The term “Trade Secret” has that meaning set forth under
\nthe Uniform Trade Secrets Act or, if the definition in Wisconsin law varies from
\nthat in the Uniform Trade Secrets Act at the time of such determination,
\nWisconsin law. The term includes, but is not limited to, all computer source
\ncode and\/or related data created by or for the Company or a Related Company.\n<\/p>\n<\/p>\n

(b)<\/p>\n<\/p>\n

Confidential Information<\/u>. The term “Confidential Information” means
\nall non-Trade Secret or proprietary information of the Company which has value
\nto the Company and which is not known to the public or the Company153s
\ncompetitors, generally. Confidential Information includes, but is not limited
\nto: (i) inventions, product specifications, information about products under
\ndevelopment, research, development or business plans, production know-how and
\nprocesses, manufacturing techniques, operational methods, equipment design and
\nlayout, test results, financial information, customer lists, information about
\norders and transactions with customers, sales and marketing strategies, plans
\nand techniques, pricing strategies, information relating to sources of materials
\nand production costs, purchasing and accounting information, personnel
\ninformation and all business records; (ii) information which is marked or
\notherwise designated as confidential or proprietary by the Company; and (iii)
\ninformation received by the Company from others which the Company has an
\nobligation to treat as confidential.<\/p>\n<\/p>\n

(c)<\/p>\n<\/p>\n

Exclusions<\/u>. Notwithstanding the foregoing, the terms “Trade Secret”
\nand “Confidential Information” shall not include, and the obligations set forth
\nin this Agreement shall not apply to, any information which: (i) can be
\ndemonstrated by Executive to have been known by Executive prior to Executive153s
\nemployment by the<\/p>\n<\/p>\n<\/p>\n

10<\/p>\n

\n<\/p>\n

Company; (ii) is or becomes generally available to the public through no act
\nor omission of Executive; (iii) is obtained by Executive in good faith from a
\nthird party who discloses such information to Executive on a non-confidential
\nbasis outside the scope of Executive153s employment without violating any
\nobligation of confidentiality or secrecy relating to the information disclosed;
\nor (iv) is independently developed by Executive outside the scope of Executive153s
\nemployment without use of Confidential Information or Trade Secrets.<\/p>\n<\/p>\n

(d)<\/p>\n<\/p>\n

Company<\/u>. For all purposes of this Article IV, references to the
\nCompany also refer to all Related Companies.<\/p>\n<\/p>\n

ARTICLE V<\/strong><\/p>\n

\n

NON-COMPETITION<\/strong><\/p>\n

\n<\/p>\n

5.1<\/p>\n<\/p>\n

Restrictions on Competition During Employment<\/u>. During the term of
\nExecutive153s employment with the Company, Executive shall not directly or
\nindirectly compete against the Company, or directly or indirectly divert or
\nattempt to divert any Customer153s business from the Company anywhere the Company
\ndoes or is taking steps to do business.<\/p>\n<\/p>\n

5.2<\/p>\n<\/p>\n

Post-Employment Non-Solicitation of Restricted Customers<\/u>. For twelve
\n(12) months (or for twenty-four (24) months where any CIC Severance Payments are
\ngoverned by Section 3.2(c) of this Agreement) following termination of
\nExecutive153s employment with the Company for any reason, Executive agrees not to
\ndirectly or indirectly solicit or attempt to solicit any business from any
\nRestricted Customer in any manner which competes with the services or products
\noffered by the Company in the twelve (12) months preceding termination of
\nExecutive153s employment with the Company, or to directly or indirectly divert or
\nattempt to divert any Restricted Customer153s business from the Company.<\/p>\n<\/p>\n

5.3<\/p>\n<\/p>\n

Post-Employment Restricted Services Obligation<\/u>. For twelve (12) months
\n(or for twenty-four (24) months where any CIC Severance Payments are governed by
\nSection 3.2(c) of this Agreement) following termination of Executive153s
\nemployment with the Company, for any reason, Executive agrees not to provide
\nRestricted Services to any Competitor in any geographic area in which the
\nCompany sold pre-kindergarten through 12th grade educational products and
\nservices during the twelve (12) month period preceding termination of
\nExecutive153s employment. During such twelve (12) month (twenty-four (24) months
\nwhere any CIC Severance Payments are governed by Section 3.2(c) of this
\nAgreement) period, Executive also will not provide any Competitor with any
\nadvice or counsel concerning the provision of Restricted Services anywhere in
\nsuch geographic area.<\/p>\n<\/p>\n

5.4<\/p>\n<\/p>\n

Definitions<\/u>.<\/p>\n<\/p>\n

(a)<\/p>\n<\/p>\n

Customer<\/u>. The term “Customer” means any individual or entity for
\nwhom\/which the Company has provided services or products or made a proposal to
\nperform services or provide products.<\/p>\n<\/p>\n

(b)<\/p>\n<\/p>\n

Restricted Customer<\/u>. The term “Restricted Customer” means any
\nindividual or entity (i) for whom\/which the Company provided services or
\nproducts and (ii) with whom\/which Executive had direct contact on behalf of the
\nCompany or about<\/p>\n<\/p>\n<\/p>\n

11<\/p>\n

\n<\/p>\n

whom\/which Executive acquired non-public information in connection with
\nExecutive153s employment by the Company during the twenty-four (24) months
\npreceding the end, for any reason, of Executive153s employment with the Company;
\nprovided<\/u>, however<\/u>, that the term “Restricted Customer” shall not
\ninclude any individual or entity who\/which, through no direct or indirect act or
\nomission of Executive, has terminated its business relationship with the
\nCompany.<\/p>\n<\/p>\n

(c)<\/p>\n<\/p>\n

Restricted Services<\/u>. The term “Restricted Services” means services of
\nany kind or character comparable to those Executive provided to the Company
\nduring the twelve (12) months preceding the termination of Executive153s
\nemployment with the Company relating to pre-kindergarten through 12th grade
\neducational products and services of the type sold by the Company within any
\ngeographic area in which the Company engaged in the sale of such products or
\nservices within the last twelve (12) month period preceding termination of
\nExecutive153s employment.<\/p>\n<\/p>\n

(d)<\/p>\n<\/p>\n

Competitor<\/u>. The term “Competitor” means any business which is engaged
\nin the sale of pre-kindergarten through 12th grade educational products and
\nservices of the type sold by the Company within any geographic area in which the
\nCompany engaged in the sale of such products or services within the twelve (12)
\nmonth period preceding termination of Executive153s employment.<\/p>\n<\/p>\n

(e)<\/p>\n<\/p>\n

Company<\/u>. For all purposes of this Article V, references to the Company
\nalso refer to all Related Companies.<\/p>\n<\/p>\n

ARTICLE VI<\/strong><\/p>\n

\n

BUSINESS IDEA RIGHTS<\/strong><\/p>\n

\n<\/p>\n

6.1<\/p>\n<\/p>\n

Assignment<\/u>. The Company will own, and Executive hereby assigns to the
\nCompany and agrees to assign to the Company, all rights in all Business Ideas
\nwhich Executive originates or develops whether alone or working with others
\nwhile Executive is employed by the Company. All Business Ideas which are or form
\nthe basis for copyrightable works are hereby assigned to the Company and\/or
\nshall be assigned to the Company or shall be considered “works for hire” as that
\nterm is defined by United States Copyright Law.<\/p>\n<\/p>\n

6.2<\/p>\n<\/p>\n

Definition of Business Ideas<\/u>. The term “Business Ideas” means all
\nideas, designs, modifications, formulations, specifications, concepts, know-how,
\ntrade secrets, discoveries, inventions, data, software, developments and
\ncopyrightable works, whether or not patentable or registrable, which Executive
\noriginates or develops, either alone or jointly with others while Executive is
\nemployed by the Company and which are (i) related to any business known to
\nExecutive to be engaged in or contemplated by the Company; (ii) originated or
\ndeveloped during Executive153s working hours; or (iii) originated or developed in
\nwhole or in part using materials, labor, facilities or equipment furnished by
\nthe Company.<\/p>\n<\/p>\n

6.3<\/p>\n<\/p>\n

Disclosure<\/u>. While employed by the Company, Executive will promptly
\ndisclose all Business Ideas to the Company.<\/p>\n<\/p>\n

6.4<\/p>\n<\/p>\n

Execution of Documentation<\/u>. Executive, at any time during or after the
\nterm of Executive153s employment with the Company, will promptly execute all
\ndocuments which the<\/p>\n<\/p>\n<\/p>\n

12<\/p>\n

\n<\/p>\n

Company may reasonably require to perfect its patent, copyright and other
\nrights to such Business Ideas throughout the world.<\/p>\n<\/p>\n

6.5<\/p>\n<\/p>\n

Definition of Company<\/u>. For all purposes of this Article VI, references
\nto the Company also refer to all Related Companies.<\/p>\n<\/p>\n

ARTICLE VII<\/strong><\/p>\n

\n

NON-SOLICITATION OF EMPLOYEES<\/strong><\/p>\n

\n<\/p>\n

\n

During the term of Executive153s employment with the Company and for twelve
\n(12) months (or for twenty-four (24) months where any CIC Severance Payments are
\ngoverned by Section 3.2(c) of this Agreement) thereafter, Executive shall not
\ndirectly or indirectly encourage any Company employee to terminate employment
\nwith the Company or solicit such an individual for employment outside the
\nCompany in any manner which would end or diminish that employee153s services to
\nthe Company. For all purposes of this Article VII, references to the Company
\nalso refer to all Related Companies.<\/p>\n<\/p>\n

ARTICLE VIII<\/strong><\/p>\n

\n

EMPLOYEE DISCLOSURES AND ACKNOWLEDGMENTS<\/strong><\/p>\n

\n<\/p>\n

\n

8.1<\/p>\n<\/p>\n

Confidential Information of Others<\/u>. Executive warrants and represents
\nto the Company that Executive is not subject to any employment, consulting or
\nservices agreement, or any restrictive covenants or agreements of any type,
\nwhich would conflict or prohibit Executive from fully carrying out Executive153s
\nduties as described under the terms of this Agreement. Further, Executive
\nwarrants and represents to the Company that Executive has not and will not
\nretain or use, for the benefit of the Company, any confidential information,
\nrecords, trade secrets, or other property of a former employer.<\/p>\n<\/p>\n

8.2<\/p>\n<\/p>\n

Scope of Restrictions<\/u>. Executive acknowledges that during the course
\nof Executive153s employment with the Company, Executive will gain knowledge of
\nConfidential Information and Trade Secrets of the Company and Related Companies.
\nExecutive acknowledges that the Confidential Information and Trade Secrets of
\nthe Company and Related Companies are necessarily shared with Executive on a
\nroutine basis in the course of performing Executive153s job duties and that the
\nCompany and Related Companies have a legitimate protectable interest in such
\nConfidential Information and Trade Secrets, and in the goodwill and business
\nprospects associated therewith. Executive acknowledges that the Company and
\nRelated Companies sell pre-kindergarten through 12th grade educational products
\nand services to all states in the United States and in Canada. Accordingly,
\nExecutive acknowledges that the scope of the restrictions contained in this
\nAgreement are appropriate, necessary and reasonable for the protection of the
\nbusiness, goodwill and property rights of the Company and Related Companies, and
\nthat the restrictions imposed will not prevent Executive from earning a living
\nin the event of, and after, the end, for any reason, of Executive153s employment
\nwith the Company.<\/p>\n<\/p>\n

8.3<\/p>\n<\/p>\n

Prospective Employers<\/u>. Executive agrees, during the term of any
\nrestriction contained in Articles IV, V, VI, VII, VIII, IX and X of this
\nAgreement, to disclose this Agreement to any entity which offers employment to
\nExecutive. Executive further agrees that<\/p>\n<\/p>\n<\/p>\n

13<\/p>\n

\n<\/p>\n

the Company may send a copy of this Agreement to, or otherwise make the
\nprovisions hereof known to, any of Executive153s potential employers.<\/p>\n<\/p>\n

8.4<\/p>\n<\/p>\n

Third Party Beneficiaries<\/u>. All Related Companies are third party
\nbeneficiaries with respect to Executive153s performance of Executive153s duties
\nunder this Agreement and the undertakings and covenants contained in this
\nAgreement, and the Company and any
\nRelated Company, enjoying the benefits thereof, may enforce this Agreement
\ndirectly against Executive.<\/p>\n<\/p>\n

8.5<\/p>\n<\/p>\n

Survival<\/u>. The Covenants set forth in Articles IV, V, VI, VII, VIII, IX
\nand X of this Agreement shall survive the termination of this Agreement.<\/p>\n<\/p>\n

8.6<\/p>\n<\/p>\n

Injunctive Relief<\/u>. Executive acknowledges that the services to be
\nrendered by Executive hereunder are of a special, unique, and extraordinary
\ncharacter and, in connection with such services, Executive will have access to
\nConfidential Information and Trade Secrets that are vital to the Company153s and
\nthe Related Companies153 business. Executive consents and agrees that, in the
\nevent of the breach or a threatened breach by Executive of any of the provisions
\nof this Agreement, the Company and the Related Companies would sustain
\nirreparable harm and that damages at law would not be an adequate remedy for a
\nviolation of this Agreement, and, in addition to any other rights or remedies
\nthat the Company and the Related Companies may have under this Agreement, common
\nor statutory law or otherwise, the Company and Related Companies shall be
\nentitled to specific performance and\/or injunctive or other equitable relief
\nfrom a court of competent jurisdiction enforcing this Agreement and\/or
\nrestraining Executive from committing, threatening to commit, or continuing any
\nviolation of this Agreement (in each case without posting a bond or other
\nsecurity), including, but not limited to, restraining Executive from disclosing,
\nusing for any purpose, selling, transferring, or otherwise disposing of, in
\nwhole or in part, any Confidential Information. In addition, in the event of a
\nbreach or violation by Executive of the provisions of Articles IV, V and VII,
\nthe number of months set forth therein that relate to the term of the provisions
\nshall be automatically extended by the amount of time between the initial
\noccurrence of the breach or violation and when such breach or violation has been
\nduly cured. Nothing contained herein shall be construed as prohibiting the
\nCompany or the Related Companies from pursuing any other remedies available to
\nit for any breach or threatened breach of any provision of this Agreement,
\nincluding, but not limited to, the recovery of damages, costs, and fees,
\nincluding the recovery of any prior Severance Payments or CIC Severance Payments
\nmade to Executive.<\/p>\n<\/p>\n

ARTICLE IX<\/strong><\/p>\n

\n

RETURN OF RECORDS<\/strong><\/p>\n

\n<\/p>\n

Upon the end, for any reason, of Executive153s employment with the Company, or
\nupon request by the Company at any time, Executive shall immediately return to
\nthe Company all documents, records, equipment (including computers, laptops,
\ntablet computers, cell phones and other such equipment (“Electronic
\nEquipment<\/u>“)) and materials belonging and\/or relating to the Company (except
\nExecutive153s own personnel and wage and benefit materials relating solely to
\nExecutive and Executive153s personal Electronic Equipment which is not owned by
\nthe Company), and all copies of all such materials. Upon the end, for any
\nreason, of Executive153s employment with the Company, or upon request of the
\nCompany at any time, Executive further agrees to<\/p>\n<\/p>\n<\/p>\n

14<\/p>\n

\n<\/p>\n

destroy such records maintained by Executive on Executive153s personally-owned
\nElectronic Equipment, which destruction Company may reasonably confirm.<\/p>\n<\/p>\n

ARTICLE X<\/strong><\/p>\n

\n

NONDISPARAGEMENT<\/strong><\/p>\n

\n<\/p>\n

Executive agrees that Executive will not, at any time (whether during or
\nafter the Employment Term), publish or communicate to any person or entity any
\nDisparaging (as defined below) remarks, comments or statements concerning the
\nCompany and any Related Company and their respective present and former members,
\npartners, directors, officers, shareholders, employees, agents, attorneys,
\nsuccessors and assigns, except as required by law, rule or regulation. The
\nCompany agrees to instruct its executive officers and directors to refrain from
\npublishing or communicating to any person or entity any Disparaging remarks,
\ncomments or statements concerning the Executive during or after the Employment
\nTerm, except as required by law, rule or regulation. “Disparaging” remarks,
\ncomments or statements are those that impugn the character, honesty, integrity
\nor morality or business acumen or abilities in connection with any aspect of the
\noperation of business of the individual or entity being disparaged.<\/p>\n<\/p>\n

ARTICLE XI<\/strong><\/p>\n

\n

MISCELLANEOUS<\/strong><\/p>\n

\n<\/p>\n

11.1<\/p>\n<\/p>\n

Notice<\/u>. Notices and all other communications provided for in this
\nAgreement shall be in writing and shall be delivered personally or sent by
\nregistered or certified mail, return receipt requested, postage prepaid, or sent
\nby facsimile, electronic mail or prepaid overnight courier to the parties at the
\naddresses set forth below (or such other address as shall be specified by the
\nparties by like notice pursuant to this Section 11.1):<\/p>\n<\/p>\n

To the Company:<\/p>\n<\/p>\n

School Specialty, Inc.<\/p>\n<\/p>\n

W6316 Design Drive<\/p>\n<\/p>\n

P.O. Box 1579<\/p>\n<\/p>\n

Appleton WI 54912-1579<\/p>\n<\/p>\n

Attention: Chief Human Resources Officer<\/p>\n<\/p>\n

Fax: 1-920-882-5863<\/p>\n<\/p>\n

Email: rachel.mckinney@schoolspecialty.com<\/p>\n<\/p>\n

With a copy to:<\/p>\n<\/p>\n

Godfrey & Kahn, S.C.<\/p>\n<\/p>\n

780 N. Water St.<\/p>\n<\/p>\n

Milwaukee, WI 53202<\/p>\n<\/p>\n

Attention: Dennis F. Connolly<\/p>\n<\/p>\n

Debra S. Koenig<\/p>\n<\/p>\n

Fax: 1-414-273-5198<\/p>\n<\/p>\n

Email: dconnoll@gklaw.com<\/p>\n<\/p>\n

dkoenig@gklaw.com<\/p>\n<\/p>\n<\/p>\n

And :<\/p>\n<\/p>\n

Franzoi & Franzoi, S.C.<\/p>\n<\/p>\n

514 Racine Street<\/p>\n<\/p>\n

Menasha, WI 54952<\/p>\n<\/p>\n<\/p>\n

15<\/p>\n

\n<\/p>\n

<\/p>\n<\/p>\n

Attention: Joseph F. Franzoi IV<\/p>\n<\/p>\n

Fax: 1-920-725-0998<\/p>\n<\/p>\n

Email: jffiv@franzoi.com<\/p>\n<\/p>\n<\/p>\n

To Executive:<\/p>\n<\/p>\n

Michael P. Lavelle<\/p>\n<\/p>\n

8402 Lake Burden Circle<\/p>\n<\/p>\n

Windermere, FL 34786<\/p>\n<\/p>\n

Email: mikelavelle@hotmail.com<\/p>\n<\/p>\n<\/p>\n<\/p>\n

With a copy to:<\/p>\n<\/p>\n

Joyce Ackerbaum Cox<\/p>\n<\/p>\n

Baker Hostetler<\/p>\n<\/p>\n

200 S. Orange Avenue, Ste 2300<\/p>\n<\/p>\n

Orlando, FL 32801<\/p>\n<\/p>\n

Fax: 407 841 0168<\/p>\n<\/p>\n

E-mail: jacox@bakerlaw.com<\/p>\n<\/p>\n<\/p>\n

Such notices and communications shall be deemed given upon personal delivery
\nor receipt at the address, facsimile or email account of the party stated above
\nor at any other address specified by such party to the other party in writing,
\nexcept that if delivery is refused or cannot be made for any reason, then such
\nnotice shall be deemed given on the third day after it is sent.<\/p>\n<\/p>\n

11.2<\/p>\n<\/p>\n

Entire Agreement; Amendment; Waiver<\/u>. This Agreement (including any
\ndocuments referred to herein) sets forth the entire understanding of the parties
\nhereto with respect to the subject matter contemplated hereby. Any and all
\nprevious agreements and understandings between or among the Parties regarding
\nthe subject matter hereof, whether written or oral, are superseded by this
\nAgreement. This Agreement shall not be amended or modified except by a written
\ninstrument duly executed by each of the parties hereto. Any extension or waiver
\nby any party of any provision hereto shall be valid only if set forth in an
\ninstrument in writing signed on behalf of such party.<\/p>\n<\/p>\n

11.3<\/p>\n<\/p>\n

Headings<\/u>. The headings of sections and paragraphs of this Agreement
\nare for convenience of reference only and shall not control or affect the
\nmeaning or construction of any of its provisions.<\/p>\n<\/p>\n

11.4<\/p>\n<\/p>\n

Attorneys153 Fees; Expenses<\/u>. Each party hereto shall bear and pay all of
\nthe respective fees, expenses and disbursements of their agents,
\nrepresentatives, accountants and counsel incurred in connection with negotiating
\nthis Agreement. In a dispute between the Parties concerning the subject matter
\nof this Agreement, including a dispute whether Executive has breached the terms
\nof Articles IV, V, VI, VII, VIII, IX, or X, above, the reasonable attorneys153
\nfees, expenses and costs incurred by the prevailing party shall be paid by the
\nother party to the prevailing party within thirty (30) days after conclusion of
\nthe litigation including any appeals.<\/p>\n<\/p>\n

11.5<\/p>\n<\/p>\n

Waiver of Breach<\/u>. The waiver by either party of the breach of any
\nprovision of this Agreement shall not operate or be construed as a waiver of any
\nsubsequent breach by either party.<\/p>\n<\/p>\n<\/p>\n

16<\/p>\n

\n<\/p>\n

<\/p>\n<\/p>\n

11.6<\/p>\n<\/p>\n

Severability<\/u>. If any court of competent jurisdiction determines that
\nany provision of this Agreement is invalid or unenforceable, then such
\ninvalidity or unenforceability shall have no effect on the other provisions
\nhereof, which shall remain valid, binding and enforceable and in full force and
\neffect, and, to the extent allowed by law, such invalid or unenforceable
\nprovision shall be construed in a manner so as to give the maximum valid and
\nenforceable effect to the intent of the Parties expressed therein.<\/p>\n<\/p>\n

11.7<\/p>\n<\/p>\n

Governing Law<\/u>. This Agreement shall in all respects be construed
\naccording to the laws of the State of Wisconsin, without regard to its conflict
\nof laws principles.<\/p>\n<\/p>\n

11.8<\/p>\n<\/p>\n

Future Cooperation<\/u>. Executive agrees that, during his employment and
\nfollowing the termination of Executive153s employment for any reason, Executive
\nwill cooperate with requests by the Company to assist in the defense or
\nprosecution of any lawsuits or claims in which the Company, any Related Company
\nor its officers, directors or employees may be or become involved and in
\nconnection with any internal investigation or administrative, regulatory or
\njudicial proceeding, in each case which relates to matters occurring while
\nExecutive was employed by the Company, at such times and at such places as shall
\nbe mutually convenient for Executive and the Company, taking into account any
\nemployment commitments which Executive then has. Executive shall be compensated
\nby the Company at a rate comparable to that which he earned while an employee of
\nthe Company or that which he is currently earning, whichever is greater;
\nprovided, however, that Executive shall not be paid for such future cooperation
\nduring such time as Executive is receiving Severance Payments or CIC Severance
\nPayments pursuant to Section 3.2(b) or 3.2(c) of this Agreement, respectively.\n<\/p>\n<\/p>\n

11.9<\/p>\n<\/p>\n

Compliance with Section 409A of the Code and the 409A Regulations<\/u>.
\nThis Agreement shall be interpreted and administered in compliance with Section
\n409A of the Code, the 409A Regulations and any authority promulgated thereunder.
\nAny term used in this Agreement which is defined in Code Section 409A or the
\n409A Regulations shall have the meaning set forth therein unless otherwise
\nspecifically defined herein. Any obligations under this Agreement that arise in
\nconnection with the Executive153s “termination of employment”, “termination” or
\nother similar references shall only be triggered if the termination of
\nemployment or termination qualifies as a “separation from service” within the
\nmeaning of Section 1.409A-1(h) of the 409A Regulations. Notwithstanding any
\nother provision of this Agreement, if at the time of the termination of the
\nExecutive153s employment, the Executive is a “specified employee,” as defined in
\nSection 409A or the 409A Regulations, and any payments upon such termination
\nunder this Agreement hereof will result in additional tax or interest to the
\nExecutive under Code Section 409A, Executive will not be entitled to receive
\nsuch payments until the date which is six (6) months after the termination of
\nthe Executive153s employment for any reason, other than as a result of the
\nExecutive153s death or disability (as such term is defined in Code Section 409A or
\nthe 409A Regulations).<\/p>\n<\/p>\n

IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be duly
\nexecuted as of the date first written above.<\/p>\n<\/p>\n<\/p>\n

17<\/p>\n

\n<\/p>\n

<\/p>\n<\/p>\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

EXECUTIVE:<\/u><\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

\/s\/ Michael P. Lavelle<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

Michael P. Lavelle<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

Date:<\/p>\n<\/td>\n

\n

January 12, 2012<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

SCHOOL SPECIALTY, INC.:<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

By:<\/p>\n<\/td>\n

\n

\/s\/ Terry L. Lay<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

Title:<\/p>\n<\/td>\n

\n

Chairman of the Board<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

Date:<\/p>\n<\/td>\n

\n

January 12, 2012<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

18<\/p>\n

<\/p>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[8772],"corporate_contracts_industries":[],"corporate_contracts_types":[9539,9544],"class_list":["post-39473","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-school-specialty-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\/39473","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=39473"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=39473"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=39473"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=39473"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}