{"id":39622,"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-james-l-starr.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"employment-agreement-the-edison-project-lp-and-james-l-starr","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/employment-agreement-the-edison-project-lp-and-james-l-starr.html","title":{"rendered":"Employment Agreement &#8211; The Edison Project LP and James L. Starr"},"content":{"rendered":"<pre>As of April 20, 1998\n\n\n\n\nMr. James L. Starr\nAvalon Grove\n200 Broad Street\nApt. 4 2347\nStamford, CT 06901\n\nDear Jim:\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 Edison's Chief\nFinancial Officer ('CFO') effective April 20, 1998, working out of the Company's\nheadquarters in New York City at 521 Fifth Ave. You will report directly to me\nand will have responsibilities customary and appropriate for a CFO, as well as\nother responsibilities that I may assign to you from time to time.\n\n         Term. You shall be employed for an initial three-year term ending on\nApril 19, 2001, which term shall be automatically renewed for successive\none-year terms subject to the termination provisions below.\n\n         Base Salary\/Benefits. Your annual base salary will be $225,O00. This\nbase salary will be increased annually as recommended by me and approved by the\ncompensation committee (the 'Compensation Committee') of The Edison Project Inc.\n('Edison Inc.'). 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 A. You will receive three weeks of vacation\nannually in addition to the official Company holidays.\n\n         Bonus. In addition to your base salary, you will be eligible to receive\nup to 33% of your base salary for each fiscal year (the Company's 'Fiscal Year,'\nwhich runs from July 1 through June 30), based upon reasonable achievement of\nthe annual objectives that you and I jointly set. Such award must be approved\nfor each Fiscal Year by Edison Inc.'s Compensation Committee. An additional\n$12,500 bonus will be awarded to you on the anniversary of your employment for\nthe next four years for a total bonus of $50,000 (the 'Anniversary Bonus').\n\n         Stock Options. Simultaneous with the execution of this agreement, the\nparties hereto shall execute the Stock Option Agreement attached as Exhibit B.\nAdditionally, on October 20, 1999 based upon achievement of reasonable\nobjectives that you and I set and as recommended by the Compensation Committee\nof Edison Inc. and approved by the board of directors (the 'Board') of Edison\nInc., you will be awarded the option to acquire at least an additional 75,000\nshares of the Series A Common Stock of Edison Inc. priced at the then current\nfair market value of the stock. Such option would be 25% vested upon award, and\nthe remainder would vest ratably over the succeeding 36 months. The terms of\nsuch award, if made, will be memorialized in a separate stock option agreement.\n\n         Relocation. At such time as you relocate to the New York City area,\nEdison will reimburse you for the expenses associated with your relocation as\nset forth in Exhibit C.\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. Edison will further pay the reasonable costs associated with\nmaintaining your professional CPA license, including appropriate membership dues\nand costs associated with meeting continuing education requirements.\n\n         Loan. Upon your request within the first five months of your\nemployment, the Company agrees to loan you $35,000 on the terms set forth in the\nspecimen note attached as Exhibit D.\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 on the later of a) April 19, 1999 or b)\nsix months from such date. In consideration of such severance pay, you agree to\ndeliver to Edison on or promptly following the effective date of the termination\nof your employment a Separation and Release in the form customarily being used\nby Edison at such time. All amounts payable under the provisions of this\nparagraph will be made on the dates you would have received such amounts had\nyour employment with Edison not been terminated.\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         In the event your employment is terminated for any reason, Edison shall\npay you any \n\n\n\nunpaid portion of your Anniversary Bonus within thirty (30) days of the\neffective 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 my prior\napproval. Notwithstanding the foregoing, approval has been granted for you to\nremain a member of the board of one or more subsidiaries of Sierra Health\nServices subsequent to your employment by Edison.\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 of Edison, or successor to the business\nof Edison. For the purposes hereof, a 'competing' business shall mean any\nbusiness which directly competes with any of the businesses of Edison as such\nbusiness shall exist during your employment with Edison, for example, the\nbusiness of managing public and private schools for profit. Ownership by you of\npublicly traded stock of any corporation conducting any such business shall not\nbe deemed a violation of the preceding two sentences provided you do not own\nmore than three percent (3%) of the stock of any such corporation. You further\nagree that for a period of one year after the termination of your employment\nwith Edison for any reason, you will not, directly or indirectly, solicit the\nemployment or other services of any executive employee of Edison. For the\npurposes of the foregoing, any executive employee who within twelve months of\nterminating his employment with Edison becomes employed by any entity of which\nyou are an officer or director or owner of more than an aggregate of 3% of the\noutstanding stock or equity interest therein shall be deemed, prima facie, to\nhave 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         Duplicate originals of this agreement are being provided to you. Please\nsign below to \n\n\n\nevidence your agreement to the foregoing, and return one original to me for our\nrecords.\n\nSincerely\n\n\/s\/ H. Christopher Whittle\n\nH. Christopher Whittle\n\n\nACCEPTED AND AGREED:\n\n\n\/s\/ James L. Starr\n-------------------------\nJames L. Starr\n\n\n\n-------------------------\nDate\n\n\n\n\n\n\n\n                                    EXHIBIT A\n\n                                    BENEFITS\n\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 ($10,000 for 1998) 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-39622","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\/39622","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=39622"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=39622"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=39622"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=39622"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}