EX-10.2



 





			
	 	
	
    Exhibit 10.2




 




    Amendment
    to Employment Agreement

    The Princeton Review,
    Inc.



 



    This Amendment to Employment Agreement (the
    “Amendment”) is between Mark Chernis
    (“Chernis”) and The Princeton Review, Inc.
    (“TPR”), and modifies the Employment Agreement between
    Chernis and TPR dated April 10, 2002 (the
    “Agreement.”), effective July 22, 2007.



 


		
	    1.  	
    Section 1 of the Agreement is deleted and replaced by the
    following:




 



    1.  Job Description:  Chernis shall
    serve as the President of TPR’s Test Preparation Division
    and Chief Operating Officer of TPR, working full time from
    TPR’s headquarters. Chernis shall devote his full business
    energies to the business affairs of TPR. Further, he shall use
    his best efforts, skill and abilities to promote TPR’s
    interests in accordance with guidelines, policies and objectives
    established by TPR from time to time.



 


		
	    2.  
	    Special Cash Bonus.  On or before
    December 31, 2007, TPR shall pay Chernis a one-time cash
    bonus (the “Special Bonus”) of $350,000 (from which
    shall be deducted taxes and all other applicable withholdings),
    in recognition of responsibilities as President of TPR’s
    Test Preparation Division and his new responsibilities serving
    as Chief Operating Officer and otherwise.

	 
	    3.  
	    Stock Option Award:  Effective on July 22,
    2007, pursuant to The Princeton Review, Inc. 2000 Stock
    Incentive Plan (as amended and restated on March 24, 2003
    and as may hereafter be amended) (the “Plan”), TPR is
    granting Chernis an option (the “Option”) to purchase
    250,000 shares of TPR’s common stock (the “Option
    Shares”) at a per-share exercise price equal to the fair
    market value of a share of TPR common stock for the effective
    date of the grant, determined in accordance with the terms of
    the Plan, being the closing price on July 20, 2007. Subject
    to Chernis’s continued employment with TPR on each vesting
    date, Chernis’s right to exercise the Option shall vest as
    to 6.25% of the Option Shares on October 31, 2007 and on
    the last day of every third month thereafter; provided that, if
    TPR terminates Chernis’s employment without Cause, the
    Agreement is not renewed for an additional term in the absence
    of termination of Chernis’s employment for Cause, or
    Chernis terminates his employment for “Good Reason”
    (as provided in Paragraph 4 below), then the vesting of the
    Option, to the extent not vested as of the date of such
    termination shall accelerate and the Option shall be fully
    exercisable. Following termination of his employment, Chernis
    shall have 90 days to exercise the Option to the extent it
    is then vested; provided that, if at the expiration of such
    period of 90 days Chernis shall not have been able to
    exercise the Option and sell Option Shares within such period of
    90 days because to do so would have violated a Company
    policy, an agreement between the Company and Chernis or any
    securities law, then such period shall be extended for an
    additional 90 days.

	 
	    4.  
	    Section 6 of the Agreement is deleted and replaced by the
    following:




 



    6.  Severance:  In the event that TPR
    terminates Chernis’s employment without Cause, the
    Agreement is not renewed for an additional term in the absence
    of termination of Chernis’s employment for Cause, or
    Chernis terminates his employment for “Good Reason” as
    customarily defined in employment contracts for executives in
    similar positions at similar companies, and such termination
    occurs in either calendar year 2007 or calendar year 2008, then
    in addition to the payments under Section 5.1 of the Policy
    Statement and in lieu of the payments provided under
    Sections 5.3 and 5.4 of the Policy Statement (which
    Sections shall not apply to Chernis in any event), TPR shall pay
    Chernis severance (“Severance Compensation”) in an
    amount equal to 200% of the sum of (a) his base salary and
    (b) 75% of the maximum bonus compensation he is eligible to
    earn with respect to the year in which such termination occurs
    (namely, 50% of his Base Salary for that year), but not
    including the Special Bonus; provided that, if such a
    termination occurs in either of such years and within twelve
    (12) months after a Change in Control or Change of Control
    (the two being synonymous for purposes of the Agreement, as
    amended hereby) that occurs on or prior to December 31,
    2008, the 75% percentage relating to the bonus amount to be used
    in calculating Severance Compensation by multiplying the Base
    Salary and bonus amount by 200% shall be deemed to be 100%; and
    provided further that, if such termination occurs after













 






    December 31, 2008, the bonus amount in clause (b)
    above to be used in the calculation of Severance Compensation by
    multiplying the Base Salary and bonus amount by 200% shall be
    the actual amount of the bonus earned by Chernis with respect to
    the immediately preceding year, if any. Any such payment shall
    be paid to Chernis in a lump sum, less taxes and other
    applicable withholdings, within thirty (30) days of his
    termination. In addition, TPR shall pay directly, or reimburse
    Chernis for, the monthly premium for continuation coverage under
    TPR’s health and dental insurance plans (“Severance
    Benefits”) for a period of 18 months after the date
    termination of his employment is effective, provided that
    Chernis makes a timely election for such continuation coverage
    under the Consolidate Omnibus Budget Reconciliation Act of 1985
    (“COBRA”). Anything to the contrary in this Section or
    the Policy Statement notwithstanding, Chernis shall not be
    eligible to receive Severance Compensation or Severance Benefits
    unless he shall have executed and delivered to TPR, and not
    revoked, a release agreement in a form acceptable to TPR. For
    the avoidance of doubt, a Change in Control or Change of Control
    for purposes of the Agreement, as amended hereby, shall not
    include the Series C Convertible Preferred Stock financing
    transaction being undertaken by TPR.



 


		
	    5.  
	    Chernis shall retain the use of the particular office he
    currently uses within the offices of TPR at 2315 Broadway, New
    York, New York (so long as TPR continues to have its offices at
    such address and Chernis is employed by TPR). He may also retain
    his Board of Director seat at SchoolNet. Chernis shall also be
    reimbursed for the reasonable attorney’s fees and expenses
    he incurs in connection with the negotiation, execution and
    delivery of this Amendment.

	 
	    6.  
	    Except as expressly modified by this Amendment, all terms in the
    Agreement shall continue in full force and effect.




 



    Agreed to this 22nd day of July, 2007.



 


 



    THE PRINCETON REVIEW, INC.



 


	 	 	 	 	 
	

    By:
    


	
 
	
    /s/ MICHAEL J. PERIK
    
	
 
	
    /s/ MARK CHERNIS
    

	
 
	
 
	
    

	
 
	
    


	
 
	
 
	
    Name: Michael Perik
    
	
 
	
    Mark Chernis
    

	
 
	
 
	
    Title: Chief Executive Officer
    
	
 
	
 










    

    2