exv10w1



 



Exhibit 10.1





September 9, 2003

Ms. Kathryn Winkelhaus

5040 Oak Tree Court

Ann Arbor MI 48108



Dear Kathryn:


I am pleased to offer you the position of Vice President and Chief Operating
Officer for Childtime Learning Centers Inc. and to confirm the following
details regarding your compensation, benefits and other information:



	 	1.	 	You will report directly to William Davis, President and Chief
Executive Officer, and will begin employment on a mutually agreed upon
start date.
	 
	 	2.	 	Your starting base salary will be $190,000 per annum payable in
biweekly installments.
	 
	 	3.	 	You will have the opportunity to earn an annual cash bonus (the
“Annual Bonus”) payable within 90 days after the end of each fiscal
year in an amount up to a maximum of 75% of your annual earned base
salary. You may start earning this bonus when the Company reaches 95.1%
of budgeted EBITDA and may earn a bonus of up to (a) 50% on a pro-rata
basis for achieving up to 100% of budgeted EBITDA or (b) 75% on a pro
rata basis for achieving more than 100%, up to 120% of budgeted EBITDA.
	 
	 	4.	 	For the fiscal year 2004 (fiscal year ending March 2004), you will
be paid a minimum of a $50,000 Annual Bonus contingent upon achieving
certain business objectives. These objectives will be determined
within 60 days of your hire date.
	 
	 	5.	 	Within six months after your acceptance of this offer, and upon
your request, the Company’s senior management will recommend that the
Compensation Committee approve the grant to you of (a) the right to
purchase (the “Purchase Award”) of up to $100,000 of the common stock
of the Company, based on the closing price of the common stock on the
date of grant, for the 10 day period after the date of grant, and (b)
Options to purchase four times the number of
shares subject to the Purchase Award, at the option exercise price equal
to the closing price of the Corporation’s common stock on the grant date.
The Options would be non-qualified options granted in accordance with
the Company’s 2003 Equity Compensation Plan. These Options would become
exercisable and vest at the rate of 20% per year, commencing on the
one-year anniversary of the date of grant for five years. These Options
would expire if not exercised by the anniversary of the grant date in the
year 2009. The vesting of these Options would be further subject to your
purchase of shares under the Purchase Award, with the number of shares
that may be purchased under the Options to equal four times the number of
shares purchased under the Purchase Award. These Options would also be
subject to such other terms and provisions applicable to the Company’s
standard option grants and to the Plan.



 






 




	 	6.	 	You will be eligible for participation in the Company’s
contributory medical, vision, dental and life insurance plans effective
November 1, 2003.
	 
	 	7.	 	You will be eligible for four weeks of vacation per anniversary
year. You will also be eligible for participation in the Company’s
401(k) program.
	 
	 	8.	 	Your employment will be “At Will” and you will serve at the
pleasure of the President and CEO of the company.




	Please sign your acknowledgement of your receipt and understanding of this
letter below, and return to me as soon as possible. Please do not hesitate
to contact me should you have any questions.
	 
	We at both Childtime and Tutor Time are looking very forward to having you
as a part of our team during this exciting time, and trust that your
employment with us will be both challenging and rewarding.



Very truly yours,



/s/ Scott W. Smith






Scott W. Smith

Vice President Human Resources

Childtime Learning Centers, Inc.



	 	 	 	 	 
	ACKNOWLEDGED:	 	
/s/ Kathryn Winkelhaus
	 	Date:9/15/03     
	 	 	
    
	 	 
	 	 	
Kathryn Winkelhaus