{"id":39623,"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-john-chubb.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"employment-agreement-the-edison-project-lp-and-john-chubb","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/employment-agreement-the-edison-project-lp-and-john-chubb.html","title":{"rendered":"Employment Agreement &#8211; The Edison Project LP and John Chubb"},"content":{"rendered":"<pre>                          THE EDISON PROJECT L.P.\n                          529 Fifth Avenue, 12th Floor\n                          New York, New York 10017\n\n                                 March 15, 1995\n\nJohn Chubb\nc\/o The Edison Project L.P.\n529 Fifth Avenue, 12th Floor\nNew York, New York 10017\n\nDear John:\n\n         This letter supersedes and replaces any other employment agreement\nwhich may be in effect between you and The Edison Project L.P., a Delaware\nlimited partnership (formerly known as Whittle Schools L.P.) ('Edison') as of\nthe date hereof.\n\n         The term of your employment commences as of the date hereof and ends on\nJune 30, 1996 and shall be automatically renewed for successive one year terms,\nunless terminated earlier as provided below.\n\n         Your annual base salary will be $200,000. You are entitled to receive\nwithin 30 days from the date hereof a one-time cash transition payment of\n$110,000. You will be entitled to the standard company benefits for executives\nat your level as in effect from time to time, a current schedule of which is\nattached. You will receive three weeks of vacation in addition to the official\ncompany holidays.\n\n         Edison shall have the right to terminate your employment without cause\nby giving you written notice to that effect. The termination of employment shall\nbe effective on the date specified in such notice. If Edison terminates your\nemployment without cause, Edison will pay you as severance pay your base salary\nfor a period beginning on the effective date of the termination and ending the\nlater of June 30, 1996 or six months after the effective date of the\ntermination, provided that if you become employed or accept employment elsewhere\nduring such period the amounts otherwise payable to you under this sentence\nshall be reduced by the total amount of any compensation you earn from such\nemployment during such period. In consideration of such severance pay, you agree\nto deliver to Edison on or promptly following the effective date of the\ntermination of your employment a Separation and Release in the form customarily\nbeing used by Edison at such time. Payments made to you as reimbursement for\ndocumented expenses are not constitute compensation for purposes of this\nparagraph. 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\n         If prior to June 30, 1996 Edison terminates your employment and such\ntermination is either (a) not voluntary or (b) a result of the cessation of the\nEdison\n\nbusiness, then, in the event that upon the sale of your current New Jersey\nresidence you realize an amount less than your purchase price for such\nresidence, Edison will reimburse you for the amount of such loss and any\ntransaction costs, fees, commissions and taxes related to such sale up to\n$100,000. You shall be solely responsible for any tax liabilities resulting from\nsuch reimbursement. The provisions of the preceding sentence supersede and\nreplace any prior relocation expense arrangement which may be in effect between\nyou and Edison as of the date hereof.\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) insubordination or disregard of directives of Edison's Board\nof Directors or of the Chief Executive Officer of Edison (or any other Edison\nofficer to whom you report); (2) commission of a willful act which constitutes a\nbreach of your duty of loyalty to Edison; (3) commission of a willful act of\ndishonesty in the course of your duties with Edison which significantly injures\nEdison; (4) engagement in gross or persistent misconduct injurious to Edison,\nits general partners or affiliates; (5) conviction of a crime of moral turpitude\nor of a felony; or (6) chronic alcoholism or drug abuse. If you are terminated\nfor cause, Edison will pay your unpaid base salary through the effective date of\ntermination.\n\n         In return for the compensation payments set forth above, you agree to\ndevote 100% of your professional time and energies to Edison and not engage in\nany other business activities without prior approval of Edison.\n\n         It is understood that in order to perform your duties at Edison, it\nwill be necessary for Edison to divulge its proprietary information, including,\nbut not limited to, information and data relating to or concerned with Edison's\nbusiness, finances, development projects and other affairs. You agree that you\nwill not divulge such proprietary information to anyone outside Edison at any\ntime whether or not you are in the employ of Edison, except as may otherwise be\nrequired in connection with the business and affairs of Edison. You also agree\nthat any developments, discoveries, or inventions made by you alone or with\nothers during the term of your employment with Edison and applicable to the type\nof businesses or development projects engaged in by Edison during such period\nshall be the sole property of Edison.\n\n         You further agree that during your employment with Edison and for one\nyear after the termination of such employment for any reason, you will not at\nany time engage in or participate as an executive officer, employee, director,\nagent, consultant, representative, stockholder, or partner, or have any\nfinancial interest, in any business which 'competes' with Edison or any\nsubsidiary of Edison. For the purposes hereof, a 'competing' business shall mean\nany business which directly competes with any of the businesses of Edison as\nsuch business shall exist during your employment with Edison, for example, the\nbusiness of managing public and private schools for profit, but a 'competing'\nbusiness shall not include the traditional non-profit education business, so\nlong as such activities do not violate the confidentiality provisions of this\n\nagreement. 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. Additionally, you will not, directly or indirectly,\nsolicit the employment or other services of any executive employee of Edison for\na period of one year after you leave Edison.\n\n         By your signature below, you specifically release and discharge Edison,\nits current and former general partners and their respective officers,\ndirectors, employees, agents, attorneys, and affiliates (collectively, the\n'Released Parties') from any and all claims relating to any bonus arrangements\nyou may have with Edison. You understand and acknowledge that this release is a\ncondition to the Edison refinancing occurring on the date hereof. This release\nshall be binding upon your executors, administrators, successors and assigns and\nshall inure to the benefit of the successors and assigns of the Released\nParties.\n\n         This letter agreement is governed by the laws of the State of New York.\n\n         Please sign below to evidence your agreement to the foregoing, and\nreturn the duplicate copy to me for our records.\n\n\n\n                                                     Sincerely,\n\n                                                     \/s\/ Benno C. Schmidt\n                                                     -------------------------\n                                                         Benno C. Schmidt\n\n\nACCEPTED AND AGREED\n\n\/s\/ John E. Chubb\n------------------------------\n    John E. Chubb\n\n\n         3\/14\/95\n------------------------------\nDate\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-39623","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\/39623","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=39623"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=39623"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=39623"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=39623"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}