exv10w38






Exhibit 10.38




First Amendment to Employment Agreement




     THIS FIRST AMENDMENT TO EMPLOYMENT AGREEMENT (this “First Amendment”) is entered into
as of October 11, 2009, by and between Archipelago Learning, LLC, a Delaware limited liability
company (the “Company”), and Julie A. Huston (the “Executive”). The Company and the
Executive are collectively referred to herein as the “Parties” and individually as a
“Party.”



     WHEREAS, the Parties have entered into that certain Employment Agreement dated August 1, 2009
(the “Employment Agreement”), whereby the Company engaged the services of the Executive,
and the Executive confirmed her desire to be employed by the Company; and



     WHEREAS, the Parties now desire to amend the Employment Agreement.



     NOW, THEREFORE, in consideration of the premises and mutual promises herein made, the Parties
agree as follows:


1. Unless otherwise defined in this Amendment, all capitalized terms used herein shall have the
meanings ascribed to such terms in the Employment Agreement.



2. Section 1 of the Employment Agreement shall be deleted in its entirety and shall be replaced
with the following:




“EMPLOYMENT AND RESPONSIBILITIES



The Company will employ the Executive in the position of Executive Vice President, Global Sales,
beginning on August 1, 2009 (the “Start Date”). The Executive shall report to the Chief
Executive Officer. The Executive will have such authority, and will perform all of the duties,
normally associated with this position as well as other duties as may be reasonably assigned to
her from time to time by the Board of Managers of the Company (the “Board”) or the Chief
Executive Officer, in each case consistent with her position as Executive Vice President, Global
Sales.”



3. Section 4.1 of the Employment Agreement shall be deleted in its entirety and shall be replaced
with the following:



“Base Salary: The Company will pay the Executive an annual base salary of two hundred thousand
dollars ($200,000), before all customary payroll deductions. This annual base salary will be paid
in accordance with the usual payroll practices of the Company. The Board may make such increases
in the base salary as the Board may, in its sole discretion, deem appropriate.”



4. All references in the Employment Agreement to “this Employment Agreement” and any other
references of similar import shall hereafter refer to the Employment Agreement as amended by this
First Amendment.




 









 







5. This First Amendment may be executed in any number of counterparts (including facsimile
counterparts), each of which counterparts, when so executed and delivered, shall be deemed to be an
original and all of which counterparts, taken together, will constitute one and the same
instrument.



6. Except as set forth in this First Amendment, the terms and provisions of the Employment
Agreement (a) are hereby ratified and confirmed, and
(b) shall be and remain in full force and
effect.




[The next page is the signature page.]




2









 





     IN WITNESS WHEREOF, the Parties have executed this First Amendment to the Employment Agreement
as of the date first above written.



	 	 	 	 	 	 	 
	 	 	EXECUTIVE:	 	 
	 
	 	 	 	 	 	 
	 	 	/s/ Julie A. Huston	 	 
	 	 	 	 	 
	 	 	Julie A. Huston	 	 
	 
	 	 	 	 	 	 
	 	 	ARCHIPELAGO LEARNING, LLC	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Tim McEwen
 

Tim McEwen
	 	 
	 

	 	Title:
	 	CEO	 	 






[SIGNATURE PAGE -AMENDMENT TO HUSTON EMPLOYMENT AGREEMENT]