exv10w1



 








EXHIBIT 10.1 — Amendment to Employment Agreement




AMENDMENT TO

EMPLOYMENT AGREEMENT





     THIS AMENDMENT TO EMPLOYMENT AGREEMENT (the “Agreement”), dated August 3, 2007,
effective as of July 31, 2007, is made and entered into to amend the Employment Agreement dated
effective June 30, 2003 (the “Employment Agreement”), by and between Peoples Education,
Inc. (f/k/a The Peoples Publishing Group, Inc.), a Delaware corporation (the “Company”),
and James J. Peoples, an individual resident of the State of New Jersey (the “Executive”).



WITNESSETH:




     WHEREAS, the Company and the Executive mutually desire to amend the Employment Agreement as
set forth in this Agreement.



     NOW, THEREFORE, in consideration of the foregoing and the mutual agreements herein contained,
the Company and the Executive agree as follows:



     1. Amendment. The Employment Agreement shall be amended as provided in this
Agreement. Capitalized terms not otherwise defined herein shall have the meanings ascribed to them
in the Employment Agreement.



     2. Compensation. The table at the end of Section 4.01 of the Employment Agreement
which specifies annual salary in the event the Executive is engaged in the “AP Senior Advisor” role
shall be amended such that for the contract year ending July 31, 2008, the salary shall be
$100,000.



     3. Incentive Compensation. Executive agrees that consistent with the change in the
Company’s fiscal year to periods ending May 31, that the table in Section 4.02 of the Employment
Agreement shall be amended in its entirety to provide that for the fiscal year ending May 31, 2008,
that the Executive’s incentive shall be equal to 30% of the amount paid to the CEO, and for the
portion of the fiscal year ending May 31, 2009 included in the contract period (the two months of
June 2008 and July 2008), that the incentive shall be 5% of the amount paid to the CEO.



     4. Miscellaneous.



           4.01 Governing Law. This Agreement is made under and shall be governed by and
construed in accordance with the laws of the State of New Jersey, without regard to New Jersey’s
conflicts of law rules.



 









 





           4.02 Prior Agreements. This Agreement and the Employment Agreement contain the entire
agreement of the parties relating to the subject matter hereof and supersede all prior agreements
and understandings with respect to such subject matter, and the parties hereto
have made no agreements, representations or warranties relating to the subject matter of this
Agreement which are not set forth herein.



           4.03 Amendments. No amendment or modification of this Agreement shall be deemed
effective unless made in writing signed and delivered by the parties hereto.



           4.04 Assignment. This Agreement shall not be assignable, in whole or in part, by
either party without the written consent of the other party.



           4.05 No Waiver. No term or condition of this Agreement shall be deemed to have been
waived, nor shall there be any estoppel to enforce any provisions of this Agreement, except by a
statement in writing signed by the party against whom enforcement of the waiver or estoppel is
sought. Any written waiver shall not be deemed a continuing waiver unless specifically stated,
shall operate only as to the specific term or condition waive and shall not constitute a waiver of
such term of condition for the future or as to any act other than that specifically waived.



           4.06 Counterparts. This Agreement may be signed in counterparts, each of which, when
executed and delivered, shall constitute one and the same instrument.



     IN WITNESS WHEREOF, the parties have hereunto set their hands, intending to be legally bound,
as of the date first above written.



	 	 	 	 	 
	 	PEOPLES EDUCATION, INC.

 	 
	 	By:  	/s/ Brian T. Beckwith
 	 
	 	 	Brian T. Beckwith 	 
	 	 	Its:  President and Chief Executive Officer 	 
	 



	 	 	 	 	 
	 	 	 
	 	                                                   /s/  James J Peoples
 	 
	 	James J. Peoples 	 
	 	 	 
	 



ACCEPTED AND AGREED TO

this 3rd day of August, 2007.




	 	 	 	 	 
	PEOPLES EDUCATIONAL HOLDINGS, INC.

 	 
	By:  	/s/ Brian T. Beckwith
 	 
	 	Brian T. Beckwith 	 
	 	Its:  President and Chief Executive Officer 	 



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