{"id":39620,"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-the-edison-project-lp-and-christopher-d.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"employment-agreement-the-edison-project-lp-and-christopher-d","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/employment-agreement-the-edison-project-lp-and-christopher-d.html","title":{"rendered":"Employment Agreement &#8211; The Edison Project LP and Christopher D. Cerf"},"content":{"rendered":"<pre>\nBenno C. Schmidt, Jr.\nPresident and Chief Executive Officer\n\n\n\nJune 16, 1997\n\n\n\nMr. Christopher D. Cerf\nc\/o Wiley, Rein &amp; Fielding\n1776 K Street, N.W.\nWashington, D.C. 20006\n\nDear Chris:\n\n         I am pleased to confirm herewith the details of our agreement regarding\nyour employment with The Edison Project L.P. ('Edison' or the 'Company'). We all\nlook forward to your arrival and to a long and productive working relationship.\nI am extremely pleased that you are joining the Edison team.\n\n         Position\/Responsibilities. You will be employed as Executive Vice\nPresident and General Counsel effective June 16, 1997. You will report directly\nto me. Your responsibilities are as set forth on Exhibit A attached hereto.\n\n         Term. You shall be employed for an initial three-year term ending on\nJune 16, 2000, unless terminated earlier by you or by the Company as provided\nbelow, which term shall automatically renew for successive one year terms unless\nterminated earlier by you or the Company as provided below.\n\n         Base Salary\/Benefits. You shall be paid at an annual base salary rate\nof $200,000. You will also 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 B. The Company will provide you supplemental life\ninsurance such that your total insurance benefit is no less than $800,000\nprovided such supplemental coverage can be obtained by the Company at standard\nrates for a man of your age in good physical condition. You will receive three\nweeks vacation annually in addition to the official Company holidays. You will\nbe considered for appropriate base salary increases annually to reflect your\nperformance, the Company's performance, and increases awarded to other\nmanagement executives.\n\n         Bonus. In addition to your base salary, you will be eligible to\nparticipate in the Management Committee incentive compensation plan as set by\nthe Board of Directors of The Edison Project Inc. each fiscal year.\n\nMr. Christopher D. Cerf\nJune 16, 1997\nPage 2\n\n\n521 Fifth Avenue, New York, NY 10175 (212) 309-1600 fax (212) 309-1618\n\n         Stock Options. Simultaneous with the execution of this Agreement, the\nparties hereto shall execute and deliver the Stock Option Agreement attached as\nExhibit C.\n\n         Relocation. It is understood that you will initially work out of your\ncurrent office in Washington, D.C. (or such office space as shall be approved by\nme). You shall, however, travel to New York on an as needed basis and, in\naddition, workout of the Company's New York offices as necessary to fulfill your\nresponsibilities. At such time as we mutually agree on your relocation to the\nNew York City area, Edison will pay you a relocation bonus of $50,000, such\namount to be paid within 30 days of the actual date of the move. Edison will\nfurther reimburse you for the expenses associated with relocation as set forth\nin Exhibit D.\n\n         Expense Reimbursements. You will be reimbursed for all reasonable\nbusiness expenses you incur in fulfilling your responsibilities hereunder upon\nsubmission of adequate documentation for such expenses and subject to the\nCompany's policies. Such expenses shall, subject to periodic review, include\ntransportation, food and lodging expenses associated with working out of\nEdison's New York offices during such period as you continue to reside in\nWashington, D.C.\n\n         Termination\/Severance Pay. Edison shall have the right to terminate\nyour employment at any time without cause by giving you written notice to that\neffect. The termination of employment shall be effective on the date specified\nin such notice. If Edison terminates your employment without cause, Edison will\npay you as severance pay your base salary for a period beginning on the\neffective date of termination and ending twelve months from such date (the\n'Severance Period'), provided that if you become employed elsewhere during the\nSeverance Period the amounts otherwise payable to you during the last six months\nof the Severance Period (the 'Offset Period') shall be reduced by the total\namount of any compensation you earn from such employment. You shall at your\noption be entitled to treat any material uncured breach of this Agreement by the\nCompany, as a termination without cause. Payments made to you as reimbursement\nfor documented expenses will not constitute compensation for purposes of this\nparagraph. In consideration of such severance pay, you agree to deliver to\nEdison on or promptly following the effective date of the termination of your\nemployment a Separation and Release in the form customarily being used by Edison\nat such time. All amounts payable under the provisions of this paragraph will be\nmade on the dates you would have received such amounts had your employment with\nEdison not been terminated.\n\nMr. Christopher D. Cerf\nJune 16, 1997\nPage 3\n\n\n         Edison shall have the right to terminate your employment for cause by\ngiving you written notice to that effect. The termination of employment shall be\neffective on the date specified in such notice. However, 'for cause' is\nrestricted to (1) commission of a willful act of dishonesty in the course of\nyour duties with Edison which significantly injures Edison; (2) engagement in\ngross or persistent misconduct injurious to Edison, its general partners or\naffiliates; (3) conviction of a crime of moral turpitude or of a felony; or (4)\nchronic alcoholism or drug abuse. If you are terminated for cause, Edison will\npay your unpaid base salary through the effective date of termination.\n\n         Exclusivity. In return for the compensation payments set forth in this\nAgreement, you agree to devote 100% of your professional time and energies to\nEdison and not engage in any other business activities without prior approval of\nthe Board provided, however, that it is understood and agreed that you will\nremain at 'WR&amp;F' in an 'of counsel' or equivalent status and may in that\nconnection perform minimal duties upon the request of WR&amp;F provided that such\nduties do not in any manner interfere with the performance of your duties to\nEdison.\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 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 required in connection with the business and\naffairs of Edison. You also agree that any developments, discoveries, or\ninventions made by you alone or with others during the term of your employment\nwith Edison and applicable to the type of businesses or development projects\nengaged in by Edison during such period shall be the sole property of Edison,\nand you agree to execute all documents requested by Edison to protect Edison's\nrights thereto.\n\n         Non-compete and Non-solicitation. You further agree that during your\nemployment with Edison and for one year after the termination of such employment\nfor any reason, you will not at any time engage in or participate as an\nexecutive officer, employee, director, agent, consultant, representative,\nstockholder, or partner, or have any financial interest in any business which\n'competes' with Edison or any subsidiary or Edison, or successor to the business\nof Edison, provided that if restrictions regarding competition in the employment\nagreements of any member of the Management Committee are ever less restrictive\nthan those contained herein, the provisions of this paragraph will be similarly\nmodified. For the purposes hereof, a\n\nMr. Christopher D. Cerf\nJune 16, 1997\nPage 4\n\n\n'competing' business shall mean any business which directly competes with any of\nthe businesses of Edison as such business shall exist during your employment\nwith Edison, for example, the business of managing public and private schools\nfor profit. Ownership by you of publicly traded stock of any corporation\nconducting any such business shall not be deemed a violation of the preceding\ntwo sentences provided you do not own more than three percent (3%) of the stock\nof any such corporation. You further agree that for a period of one year after\nthe termination of your employment with Edison for any reason, you will not,\ndirectly or indirectly, solicit the employment or other services of any\nexecutive employee of Edison. For the purposes of the foregoing, any executive\nemployee who within twelve months of terminating his employment with Edison\nbecomes employed by any entity of which you are an officer or director or owner\nof more than an aggregate of 3% of the outstanding stock or equity interest\ntherein shall be deemed, prima facie, to have been so solicited.\n\n         Entire Agreement. Together with the attached exhibits, this letter\nagreement constitutes the entire understanding of the parties with respect to\nthe subject matter hereof and supersedes all prior agreements and\nunderstandings, written or oral, among the parties with respect to such subject\nmatter. This Agreement is governed by the substantive laws of the State of New\nYork.\n\n         Duplicative originals of this Agreement are being provided to you.\nPlease sign below to evidence your agreement to the foregoing, and return one\noriginal to me for our records.\n\n\nSincerely,\n\n\/s\/ Benno C. Schmidt\n---------------------------------------\n    Benno C. Schmidt\n\n\n\nACCEPTED AND AGREED:\n\n\/s\/ Christopher D. Cerf\n---------------------------------------\n    Christopher D. Cerf\n\n\n              6\/17\/97                          \n---------------------------------------\nDate\n\n                                    EXHIBIT A\n\n                              Job Responsibilities\n\n1.       Designing and leading major charter and contracting legislative efforts\n         in a number of jurisdictions as well as coordinating and directing\n         local lobbying efforts to encourage legislation that opens new markets\n         for Edison.\n\n<font size=\"2\">2.       Developing and managing a regulatory strategy vis a vis the Department\n         of Education and other federal agencies.\n\n3.       Auditing existing and potential legal risks to the Company and\n         developing strategies to control them.\n\n4.       Addressing proactively any proposed changes to existing favorable\n         legislation in current markets.\n\n5.       Conducting a review of our existing and future school contracts with\n         special attention to any possible labor law issues, liability issues,\n         revenue issues, or other legal issues.\n\n6.       Retaining, managing, and overseeing outside counsel with respect to\n         litigation and transaction work performed on behalf of Edison and\n         Edison Project Inc., Edison's general partner.\n\n7.       Raising Edison's visibility and influence on Capitol Hill.\n\n8.       Playing an important role in District of Columbia school development.\n\n9.       Developing a national union strategy.\n\n10.      Performing other management responsibilities as the CEO shall from time\n         to time direct.\n\n11       Attend meetings of the Board of Directors of Edison Project Inc.,\n         Edison's General Partner.\n\n<\/font>                                    EXHIBIT B\n\n                                    Benefits\n\nINSURANCE\n\nThe Company provides a medical and dental insurance plan and a long-term\ndisability plan, descriptions of which will be provided to you.\n\nLife insurance coverage furnished by the Company provides benefits of two times\nannual base salary up to a maximum benefit of $300,000.\n\nSICK LEAVE\n\nBeginning with the third month of employment, sick leave accrues at the rate of\n1.85 hours per pay period.\n\nPERSONAL LEAVE\n\nEmployees receive two days of personal leave each year. These days are lost if\nnot taken during the year.\n\nSHORT-TERM DISABILITY\n\nBeginning with the seventh month of employment, short-term disability accrues at\nthe rate of 5.54 hours per pay period, up to a maximum of 400 hours.\n\nWELLNESS PLAN\n\nEmployees will be reimbursed up to $150 per year for qualified medical expenses\nthat are not covered by the Company's medical or dental insurance plan.\n\n401(k) PLAN\n\nEmployees may contribute on a pre-tax basis up to the annual limit set by the\nIRS ($9,500 for 1997) and may allocate contributions among several different\ninvestment options offered by the plan. The Company matches 50% of the first\n$1,000 of employee contributions.\n\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-39620","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\/39620","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=39620"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=39620"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=39620"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=39620"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}