EXHIBIT 10.9
THE ARISTOTLE CORPORATION
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February 1, 2001
Mr. ▇▇▇▇ ▇▇▇▇▇▇▇▇
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Dear ▇▇▇▇:
We are pleased that you have agreed to remain with The Aristotle Corporation
(the Company) as President and Chief Executive Officer. This letter (hereafter,
"Agreement") will serve to memorialize some of the terms of your employment by
the Company.
I. EMPLOYMENT. You shall be employed by the Company as its President and
Chief Executive Officer. During your employment you will devote your full time
efforts and attention to the business and affairs of the Company and perform
such duties as may be assigned to you by the Board of Directors of the Company.
II. TERM; TERMINATION.
A. Your employment hereunder shall commence as of February 1, 2001
(the "Effective Date") and shall continue until December 31, 2003 (the
"Expiration Date") unless sooner terminated as provided herein.
B. The Company may terminate your employment (1) without cause on not
less than thirty (30) days' prior written notice or (2) for good cause (as
defined in Paragraph VI below).
C. You may terminate your employment with the Company (1) at any time
after January 1, 2002 for any reason on not less than thirty (30) days' prior
written notice or (2) at any time during the term of this Agreement due to the
material breach of this Agreement by the Company in the event that the Company
does not cure such breach within thirty (30) days of its receipt of written
notice from you setting forth the nature of the breach and your intent to
terminate the Agreement pursuant to this Paragraph.
III. COMPENSATION. Your base salary will be One Hundred Seventy Five
Thousand Dollars ($175,000) per annum (the "Base Salary") payable in equal
semi-monthly installments. You shall be entitled to such stock options and
bonuses as the Board of Directors in its sole discretion shall award, including
the phantom stock rights ("Rights") described in Paragraph IV below.
IV. PHANTOM STOCK OPTIONS.
▇. ▇▇▇▇▇; VESTING; CASH OUT. The Company hereby grants you 50,000
Rights, of which 26,000 shall vest on January 1, 2002. Thereafter, 3,000 Rights
shall vest at the end of each calendar quarter until a total of 50,000 have
vested on December 31, 2003. If your employment is terminated by the Company
prior to the Expiration Date for any reason other than for good cause, or if you
terminate employment because of a material breach by the Company, all 50,000
Rights shall vest immediately and you shall have the option of choosing to cash
out the Rights at the end of any subsequent calendar quarter up to and including
June 30, 2004. If you voluntarily terminate your employment with the Company
prior to the Expiration Date, you may cash out the number of shares then vested
at the end of either of the next two calendar quarters. If your employment is
terminated on the Expiration Date, you shall have the right to cash out the
Rights at the end of either of the next two calendar quarters following the
Expiration Date.
B. PURCHASE PRICE. Rights shall be cashed out by the Company paying to
you the difference between Seven Dollars ($7.00) and the fair market value price
of the Company's common stock (the "Purchase Price"). Fair market value shall be
calculated by averaging the closing price for the ninety (90) days immediately
prior to the date of the cash out election if such average closing price is
greater than $7.00 for such period. If the average closing price for such period
is less than $7.00, no payment will be made.
C. PAYMENT OF THE PURCHASE PRICE; CLOSING. After the fair market value
has been determined, if you still desire to exercise your option pursuant to
Paragraph IV.A above, then you shall give the Company notice that you are
exercising such option (the "Notice of Exercise"). Upon the giving of the Notice
of Exercise, you shall be obligated to exercise the Rights and the Company shall
be obligated to deliver the Purchase Price at a closing to be held at the
principal office of the Company within thirty (30) calendar days after the
sending of the Notice of Exercise. The Company shall deliver the amount payable
to you in United States dollars by certified or bank check or by the wire
transfer of immediately available federal funds.
D. NATURE OF RIGHTS. The Rights are solely a device for the
measurement and determination of the amount to be paid to you. The Rights shall
not constitute or be treated as property or as a trust fund of any kind. All
amounts at any time attributable to the Rights shall be and remain the sole
property of the Company and your rights hereunder are limited to the rights to
receive cash or property as provided in this Agreement. Neither you nor any
person entitled to exercise the Rights shall have any rights as a stockholder
with respect to the Rights.
E. RECAPITALIZATION. In the event of a stock split, stock dividend,
reclassification, reorganization, or other capital adjustment of shares of the
Company's capital stock, the number of Rights granted hereunder and the price
thereof, shall be adjusted in the same manner as shares of the Company's capital
stock reflected by those Rights would be adjusted.
V. BENEFITS. You shall be entitled to the same benefits i.e., vacation,
sick time, 401k retirement, disability, life and health insurance) as are
provided to other Executive Officers of the
Company. In addition, Aristotle will pay for membership in a luncheon club of
your choice in New Haven.
VI. SEVERANCE. In the event that your employment is terminated by the
Company for any reason other than good cause (as defined below), or if you
terminate your employment due to a material breach by the Company, you shall be
entitled to receive, as severance, the continuation of your Base Salary for the
remaining term of this Agreement. For purposes of this Agreement, a finding of
"good cause" shall be made by the Board of Directors in good faith and shall
mean only the following:
A. willful misconduct, in the course of your employment,
▇. ▇▇▇▇▇ negligence, to the material detriment of the Company in
carrying out your duties as an employee, or
C. conviction of a crime or any other similar activity which will
have a materially adverse effect on the business or reputation of
the Company or you.
For purposes of this definition, all references to commissions
of acts shall be deemed to include omissions to take actions
necessary or appropriate under the circumstances.
VII. CONFIDENTIAL INFORMATION. During the course of your employment, you will
have access to certain confidential information, including but not limited to
certain business plans or prospects, records, files, memoranda, reports and the
like, concerning the Company and its business or prospective businesses, or
disclosed to the Company by others under an obligation of the Company to hold
the same confidential ("Confidential Information"). You shall hold all
Confidential Information as property of the Company and hereby agree to maintain
Confidential Information as confidential. At such time as your employment by the
Company is terminated, you agree to promptly return to the Company, at its
request, all Confidential Information (and any copies, reproductions, digests,
abstracts or the like of such Confidential Information), including any material
stored on computer disks or tapes, in your possession or control and to destroy
any computer entries or storage files relating thereto. You hereby agree that
you will not, during the term of your employment with the Company or afterwards,
use the Confidential Information for yourself or for others (other than the
Company), copy such information or disclose it to any person or entity;
PROVIDED, THAT after the termination of your employment with the Company, the
foregoing restrictions shall not apply to Confidential Information which, at the
time of its disclosure by you, is public knowledge through no action or omission
by you or on your behalf and which has not been disclosed to the public by any
third party in violation of any obligation to maintain its confidentiality.
VIII. NON-COMPETITION. For one year after the voluntary termination of your
employment, you shall not, other than on behalf of the Company or its affiliates
and except as a passive investor in less than 5% of the securities of a
publicly-held company, directly or indirectly, own, manage, operate, control or
participate in the ownership, management, operation or control of, serve as an
officer, director, partner, employee, agent, consultant, advisor, developer or
in any similar capacity with, or have any financial interest in, or aid or
assist anyone else in, the conduct of, any
business or business activity which is competitive with any operating business
which the Company is involved in, in any jurisdiction in which the Company
conducts or solicits business. As used in this Paragraph VIII, the "Company"
shall include any entity that directly, or indirectly through one or more
intermediaries, controls, or is controlled by, or is under common control with,
the Company.
IX. REMEDIES. You recognize and agree that the Company will suffer
irreparable harm as a result of a breach by you of Paragraphs VII or VIII of
this Agreement for which money damages would be inadequate. Accordingly, in the
event of any actual or threatened breach by you of any of such provisions, the
Company shall, in addition to any other legal remedies permitted by applicable
law, be entitled to equitable remedies, including, without limitation, specific
performance, a temporary restraining order or a permanent injunction, in any
court of competent jurisdiction to prevent or otherwise restrain a breach hereof
without the necessity of proving damages and to recover all costs and expenses,
including, without limitation, reasonable attorneys' fees, incurred in enforcing
this Agreement. Such relief shall be in addition to and not in substitution for
any other remedies available to the Company. You further acknowledge and agree
that the provisions of Paragraphs VII or VIII of this Agreement are reasonable,
both with respect to length of duration and geographic scope and scope of
restricted activities. You and the Company mutually agree that the provisions of
this Agreement are severable and separate and that the unenforceability of any
specific provision shall not affect the validity of any other provision hereof.
In the event that a court of competent jurisdiction should determine that the
time or geographic restrictions or scope of restricted activities are
unreasonable in their scope, then, and in that event, the parties hereby
authorize and empower such court to insert reasonable limitations and enforce
the restrictions in accordance therewith so as to achieve as nearly as possible
the business purpose and intent of such restrictions.
X. MISCELLANEOUS. This Agreement shall inure to the benefit of the Company,
its successors, assigns and designees, and is binding upon your assigns,
executors and administrators and other legal representatives. This Agreement may
not be assigned by either party without the consent of the other party. This
Agreement shall be governed by and interpreted in accordance with the laws of
the State of Connecticut. Other than seeking a temporary restraining order or
permanent injunction to enforce your obligations under Paragraphs VII or VIII
hereof any dispute in connection with this contract or related to or arising out
of your employment with the Company shall be submitted to binding arbitration in
New Haven, Connecticut before a single arbitrator under the rules of the
American Arbitration Association.
Please acknowledge your acceptance of the foregoing in the space provided below.
THE ARISTOTLE CORPORATION
By: ▇▇▇▇▇▇ ▇▇▇▇▇,
Its: Compensation/Option Committee
Chairperson
Accepted By:
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