exv10w39






Exhibit 10.39




Archipelago Learning, LLC 




EMPLOYMENT AGREEMENT




     This Employment Agreement (this “Agreement”) is entered into as of this ___day of
November, 2009 by and between Archipelago Learning, LLC, a Delaware limited liability company (the
“Company”), and Allison Duquette (the “Executive”).



     WHEREAS, the Company desires to engage the services of the Executive and the Executive desires
to be employed by the Company;



     WHEREAS, the Company desires to be assured that the unique and expert services of the
Executive will be available to the Company, and that the Executive is willing and able to render
such services on the terms and conditions hereinafter set forth; and



     WHEREAS, the Company desires to be assured that the confidential information and good will of
the Company will be preserved for the exclusive benefit of the Company.



     NOW, THEREFORE, in consideration of such employment and the mutual covenants and promises
herein contained, and for other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the Company and the Executive agree as follows:



     1 EMPLOYMENT AND RESPONSIBILITIES



     The Company will employ the Executive in the position of Senior Vice President, Chief
Marketing Officer & Sales Operations Manager, beginning on November 9, 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 Senior Vice President, Chief Marketing Officer & Sales Operations Manager.



     2 ATTENTION AND EFFORT



     The Executive will devote all of her business time, ability, attention and best efforts to the
performance of her duties hereunder in a manner which will faithfully and diligently further the
Company’s business to the exclusion of all other business activities. However, the Executive may
devote reasonable periods of time to engaging in charitable or community service activities, so
long as none of these activities interfere with her duties under this Agreement. Executive agrees
to perform her duties and responsibilities within Company policies, standard work hours and
attendance and general work practices.



     3 TERM



     The Executive’s employment hereunder initially shall be for a term commencing on the Start
Date and ending on the day preceding the second anniversary of the Start Date, subject to



 









 




earlier termination in accordance with Section 6 below. The Agreement shall be
automatically extended from year to year thereafter unless either party gives not less than sixty
(60) days prior written notice to the other that such party elects to have the Agreement terminated
effective at the end of the initial or then current renewal term.




     4 COMPENSATION



     During the term of employment under this Agreement, the Company agrees to pay to the
Executive, and she agrees to accept in full consideration for all services performed by her, the
following compensation:



     4.1 Base Salary: The Company will pay the Executive an annual base salary of two hundred
sixty-five thousand dollars ($265,000), 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.



     4.2 Bonus: During the Executive’s employment term, the Executive will participate in the
Company-wide bonus plan in which all employees of the Company participate based on the bonus plan’s
policies and procedures then in effect. In addition, Executive will be eligible to receive in
respect of each annual period of the fiscal year of the Company (commencing with the fiscal year
ending on December 31, 2010) an annual bonus (the “Bonus”) in an amount equal to up to 40%
of her earned base salary (pro rated for partial years after 2009) based on, among other things,
performance targets established by the Board of Managers by reference to the operating plan
approved from time to time by the Board of Managers (such percentage, the “Standard Performance
Percentage”); provided, that if the performance targets in any fiscal year are exceeded, the
maximum bonus the Executive shall be eligible to receive shall equal up to 50% of her base salary
(such percentage, the “Exceeded Performance Percentage”). The bonus payments, if any,
shall be paid by the Company no later than the 15th day of the third calendar month of the fiscal
year following the fiscal year to which such annual bonus relates.



     4.3 Incentive Equity: Upon completion of the Archipelago Learning, Inc.’s (“ALI”)
Initial Public Offering (the “IPO”), the Executive will have the right to participate in
ALI’s stock option plan, at a level consistent with other senior management direct reports of the
Chief Executive Officer, as determined by the Board of Directors of ALI. In the event that the IPO
is delayed for an extended time period, the Board will determine the appropriateness of granting
Executive incentive equity under the Company’s current incentive equity plan; provided, however,
that if in connection with any such delay of the IPO the Board determines that Executive’s
participation in the current incentive equity plan is not practical or appropriate, the Standard
Performance Percentage and Exceeded Performance Percentage shall be increased to 50% and 60%,
respectively, until such time as Executive is granted some form of incentive equity.



     5.4 Relocation Expenses: The Company shall reimburse the Executive for the following out of
pocket relocation expenses (collectively, the “Relocation Expenses”): (i) the reasonable,
documented costs for up to two (2) house hunting trips including two sets of two coach-class
roundtrip airline tickets from Harrisburg, Pennsylvania to Dallas, Texas for the



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Executive and the Executive’s fiancé and any reasonable lodging and meal expenses incurred
during such trips; (ii) expenses for temporary living quarters for the three successive months
beginning November 1, 2009 (such costs not to exceed $2,500 per month); (iii) the relocation of all
of Executive’s household goods and up to two (2) vehicles via Mayflower Moving Company (such costs
not to exceed an aggregate of $16,000); (iv) reasonable and customary buyer closing costs relating
to the purchase of a home in the Dallas, Texas area; and (v) any incremental tax liability incurred
by Executive with respect to the reimbursements for these Relocation Expenses, so that Executive is
in the same position she would have enjoyed if such reimbursements were not subject to income tax,
subject to the Executive providing the Company with reasonable documentation of all Relocation
Expenses; provided that the Company shall have no obligation to reimburse the Executive for any
Relocation Expenses incurred after the first anniversary of the Start Date. If the Executive
resigns her employment with the Company or is terminated for Cause within twelve (12) months
following the Start Date, Executive shall be obligated to repay the Company one hundred percent
(100%) of the Relocation Expenses reimbursed pursuant to this Section 4.4. If the
Executive resigns her employment with the Company or is terminated for Cause at anytime after the
first anniversary of the Start Date but on or prior to the second anniversary of the Start Date,
the Executive shall be obligated to repay the Company fifty percent (50%) of the Relocation
Expenses reimbursed pursuant to this Section 4.4.




     4.5 Withholding: The Company may withhold from any compensation and benefits payable to the
Executive all applicable federal, state and local withholding taxes.



     5 BENEFITS



     5.1 Description of Benefits: During the term of employment under this Agreement, the Executive
will be entitled to participate in all employee incentive, pension and welfare benefit plans and
programs made available generally to other senior executives of the Company, as such plans or
programs may be in effect from time to time (including, without limitation, incentive equity,
profit sharing, savings and other pension and retirement plans or programs, medical, dental,
hospitalization, short-term and long-term disability and life insurance plans, accidental death and
dismemberment protection, and any other pension or retirement plans or programs and any other
employee incentive compensation plans, employee welfare benefit plans or programs that may be
sponsored by the Company from time to time and provided that Executive meets the eligibility
requirements and other terms, conditions and restrictions of the respective plans and programs,
including any plans that supplement the above-listed types of plans or programs, whether funded or
unfunded). Payment for such coverages will be the sole responsibility of the Executive, unless the
Company makes such coverages available to similarly situated executives on a shared cost basis. In
addition, the Executive will be entitled to one week of paid vacation for the 2009 calendar year
and 4 weeks of paid vacation per year for all years thereafter. The Company will pay for all
reasonable expenses actually incurred by the Executive directly in connection with the business
affairs of the Company and the performance of her duties hereunder, upon presentation of proper
receipts or other proof of expenditure and subject to such reasonable guidelines or limitations
provided by the Company from time to time.



     6 TERMINATION



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     The Executive’s employment under this Agreement may be terminated as follows, but in the event
of any such termination, the provisions of Sections 7 and 8 will survive the
termination of the Executive’s employment.



     6.1 By the Company: The Company may terminate the employment of the Executive, with or without
Cause (as defined in Section 7.5 hereof), at any time during the term hereof by delivery of
a Notice of Termination (as defined below) to the Executive.



     6.2 By the Executive: The Executive may terminate her employment at any time, for any reason,
by delivery of a Notice of Termination to the Company.



     6.3 Death; Disability: The Executive’s employment will terminate automatically upon the
Executive’s death or total disability. The term “total disability” will mean the
Executive’s inability to perform the duties set forth in Section 1 hereof for a period of
twelve (12) consecutive weeks, or a cumulative period of 90 business days in any 12-month period,
as a result of physical or mental illness or loss of legal capacity.



     6.4 Notice: The term “Notice of Termination” means at least thirty (30) days’ prior
written notice of termination of the Executive’s employment (the “Advance Notice Period”),
during which period the Executive’s employment and performance of services will continue; provided,
that (i) the Executive may, upon termination of her employment for Good Reason, make such notice
effective immediately, (ii) the Company may, upon termination of her employment with or without
Cause, make such notice immediately and (iii) the Company may, upon notice to the Executive and
without reducing compensation during any Advance Notice Period, excuse her from any or all of her
duties during any Advance Notice Period. The effective date of termination of employment (the
“Termination Date”) will be the date on which such Advance Notice Period expires (or the
date of notice, if the Company exercises its rights under clause (ii) hereof or if the Executive
exercises her rights under clause (i) hereof) or as otherwise provided in Section 3 above.



     7 TERMINATION PAYMENTS



     In the event of termination of the employment of the Executive, all compensation and benefits
set forth in this Agreement will terminate as of the Termination Date except as specifically
provided in this Section 7:



     7.1 Termination by the Company:



     (a) If the Company terminates the Executive’s employment without Cause (other than as result
of death or total disability), and such termination constitutes a “separation from service” under
Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”), she will
not be entitled to receive any of the payments or benefits provided for herein except the Company
shall (i) pay her base salary through the Termination Date, (ii) pay her a Bonus or a pro-rated
Bonus for the calendar year in which the Termination Date fell, based on the number of days of such
calendar year that the Executive was employed by the Company (the “Pro-Rated 



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Bonus”), as applicable, (iii) pay her an amount equal to her base salary during the
Severance Period (as defined in Section 7.7 below) payable in equal installments, in
accordance with the Company’s normal payroll practices, beginning with the first payroll date
following the 45th day after the Termination Date, (iv) provide the Executive with all benefits
that are accrued but unpaid as of the Termination Date, and (v) provide the Executive with all
benefits expressly available upon termination of employment in accordance with the plans and
programs of the Company applicable to the Executive on the Termination Date (but without
duplication of any benefits or payments otherwise provided for hereunder). Notwithstanding
anything herein to the contrary, for the avoidance of doubt, when calculating the Pro Rated Bonus
under this Section 7.1 or any other Section of this Agreement such calculation shall be
determined based on the actual performance achieved by the Company during the applicable fiscal
period, and shall be paid by the Company when other bonus payments are made to similarly situated
employees.




     (b) If the Company terminates the Executive’s employment for Cause, and such termination
constitutes a “separation from service” under Section 409A, she will not be entitled to receive any
of the payments or benefits provided for herein except the Company shall (i) pay her base salary
through the Termination Date, (ii) provide the Executive with all benefits that are accrued but
unpaid as of the Termination Date, and (iii) provide the Executive with all benefits expressly
available upon termination of employment in accordance with the plans and programs of the Company
applicable to the Executive on the Termination Date (but without duplication of any benefits or
payments otherwise provided for hereunder).



     7.2 Termination by the Executive:



     (a) If the Executive terminates her employment with the Company with Good Reason (as
hereinafter defined), and such termination constitutes a “separation from service” under Section
409A, she will not be entitled to receive any of the payments or benefits provided for herein
except the Company shall (i) pay her base salary through the Termination Date, (ii) pay her a
Pro-Rated Bonus, (iii) pay her an amount equal to her base salary during the Severance Period
payable in equal installments, in accordance with the Company’s normal payroll practices, beginning
with the first payroll date following the 45th day after the Termination Date, (iv) provide the
Executive with all benefits that are accrued but unpaid as of the Termination Date, and (v) provide
the Executive with all benefits expressly available upon termination of employment in accordance
with the plans and programs of the Company applicable to the Executive on the Termination Date (but
without duplication of any benefits or payments otherwise provided for hereunder).



     (b) If the Executive terminates her employment with the Company without Good Reason, and such
termination constitutes a “separation from service” under Section 409A, she will not be entitled to
any payments or benefits provided for herein except the Company shall (i) pay her base salary
through the Termination Date, (ii) provide the Executive with all benefits that are accrued but
unpaid as of the Termination Date, and (iii) provide the Executive with all benefits expressly
available upon termination of employment in accordance with the plans and programs of the Company
applicable to the Executive on the Termination Date (but without duplication of any benefits or
payments otherwise provided for hereunder).



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     7.3 Expiration of Term, Death or Disability:



     (a) If the Executive’s employment is terminated pursuant to Section 3 hereof as a
result of the expiration of the term of this Agreement, and such termination constitutes a
“separation from service” under Section 409A, she will not be entitled to any payments or benefits
provided for herein except the Company shall (i) pay her base salary through the Termination Date,
(ii) provide the Executive with all benefits that are accrued but unpaid as of the Termination
Date, and (iii) provide the Executive with all benefits expressly available upon termination of
employment in accordance with the plans and programs of the Company applicable to the Executive on
the Termination Date (but without duplication of any benefits or payments otherwise provided for
hereunder).



     (b) If the Executive’s employment is terminated pursuant to Section 6.3 hereof as a
result of her death or total disability, and such termination constitutes a “separation from
service” under Section 409A, she will not be entitled to any payments or benefits, except the
Company shall (i) pay her base salary through the Termination Date, (ii) provide the Executive with
all benefits that are accrued but unpaid as of the Termination Date, and (iii) provide the
Executive with all benefits expressly available upon termination of employment in accordance with
the plans and programs of the Company applicable to the Executive on the Termination Date (but
without duplication of any benefits or payments otherwise provided for hereunder).



     7.4 Payment Schedule: All payments of base salary under this Section 7 (excluding
wages for services performed prior to the Termination Date) shall be paid in accordance with the
Company’s normal payroll practices, beginning with the first payroll date following the 45th day
after the Termination Date. Payment of wages for services performed prior to the Termination Date
shall be paid in accordance with the Company’s normal payroll practices without regard to the 45
day delay. Any bonus amounts due under this Section 7 shall be paid promptly following the
Company’s receipt of its audited financial statements for the year during which the Termination
Date occurs, but in no event later than the 15th day of the third calendar month of the fiscal year
following the fiscal year in which the Termination Date occurred, and in no event earlier than the
45th day following the Termination Date. Each payment made in accordance with this Section
7 shall be treated as a separate payment for purposes of Section 409A, to the extent Section
409A applies to such payments.



     7.5 Cause: Wherever reference is made in this Agreement to termination being with or without
Cause, “Cause” shall mean (i) the Executive repeatedly refuses or fails to perform any of
her duties and responsibilities as determined from time to time by the Board or the Chief Executive
Officer, including, without limitation (a) the Executive’s persistent neglect of duty or chronic
unapproved absenteeism (other than for a temporary or permanent disability) which remains uncured
to the reasonable satisfaction of the Board or the Chief Executive Officer following thirty (30)
days’ written notice from the Company of such alleged fault and (b) the Executive’s refusal to
comply with any lawful directive or policy of the Board which refusal is not cured by the Executive
within thirty (30) days of such written notice from the Company; provided, that the Company shall
not be required to give the Executive more than two cure periods with respect to this clause (i),
(ii) the Executive acts (including a failure to act) in a manner which constitutes gross and
willful misconduct or gross negligence in the performance of



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her duties, (iii) the Executive commits a material act of fraud, personal dishonesty or
misappropriation relating to the Company or Holdings, (iv) the Executive commits a material act of
dishonesty, embezzlement, unauthorized use or disclosure of Confidential Information or other
intellectual property or trade secrets, common law fraud or other fraud with respect thereto, (v) a
breach by the Executive of a material provision of this Agreement or any other written agreement
with the Company, (vi) the Executive’s indictment for or conviction (or the entry of a plea of a
nolo contendere or equivalent plea) in a court of competent jurisdiction of a felony or any
misdemeanor involving material dishonesty or moral turpitude or (vii) the Executive’s habitual or
repeated misuse of, or habitual or repeated performance of the Executive’s duties under the
influence of, alcohol or controlled substances.




     7.6 Good Reason: Whenever reference is made in this Agreement to termination being with or
without Good Reason, “Good Reason” shall mean the occurrence of any of the following events
without the Executive’s express written consent: (i) any breach by the Company of any material
provision of this Agreement or any other written agreement with the Executive, (ii) a reduction in
pay the Executive’s base salary, or (iii) a material reduction or diminution of the Executive’s
duties, responsibilities or authorities, which are caused by an act of the Company. The Company
shall have 30 days after receipt of notice from the Executive setting forth the specific conduct
that constitutes Good Reason, to cure such conduct that would result in Good Reason. The Executive
may not resign her employment for Good Reason unless the Executive has provided the Company with at
least 30 days prior written notice of her intent to resign for Good Reason (which notice must be
provided within 60 days following (x) the occurrence of the event(s) purported to constitute Good
Reason, or (y) if the Executive did not know of the occurrence of any of such events, the date on
which the Executive had actual knowledge of the occurrence of any of such events) and has set forth
in reasonable detail the specific conduct that constitutes Good Reason and the specific provisions
of this Agreement on which the Executive relies.



     7.7 Severance Period: Whenever reference is made in this Agreement to the Severance Period,
“Severance Period” shall mean the period commencing on the Termination Date and ending on
the sixth-month anniversary of the Termination Date; provided, however, should Executive be
terminated without Cause within the first twelve (12) months of the Start Date, “Severance
Period” shall mean the period commencing on the Termination Date and ending on the nine-month
anniversary of the Termination Date.



     7.8 Payments Contingent on Release: The Company’s obligation to make any payments of base
salary or bonus under this Section 7 (other than wages for services performed prior to the
Termination Date) shall be contingent upon the Executive executing a general release concerning the
Executive’s employment in form and substance reasonably acceptable to the Company and the
Executive, within 45 days following the Termination Date. No such contingency shall apply to any
obligation to provide benefits under this Section 7.



     8 NONCOMPETITION, NONSOLICITATION, PROTECTION OF CONFIDENTIAL INFORMATION



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     8.1 Applicability: This Section 8 will survive the termination of this Agreement and
the Executive’s employment with the Company. As used in this Section 8, “Company”
shall mean Archipelago Learning Holdings, LLC (“Holdings”), the Company and all of the
Company’s current and future parent direct and indirect parent companies and subsidiaries.



     8.2 Restricted Period: As used in this Agreement, the “Restricted Period” means the
period commencing on the Start Date and ending on the six-month anniversary of the Termination Date
(the “Trigger Date”); provided, however, should the Severance Period pursuant to
Section 7.7 be the period commencing on the Termination Date and ending on the nine-month
anniversary of the Termination Date, the “Restricted Period” shall mean be the period
commencing on the Start Date and ending on the nine-month anniversary of the Termination Date.



     8.3 Noncompetition: During the Restricted Period, the Executive will not engage in any
business in any manner, directly or indirectly, individually or as a consultant to, or as an
employee, officer, director, stockholder, partner or other owner or participant of, any entity that
(i) is in competition with any business of the Company or any business in which, to the Executive’s
knowledge, the Company had plans to engage or was considering engaging as of the Trigger Date,
except the Executive may own up to five percent (5%) of any class of issued and outstanding
securities of a competitive corporation whose shares are regularly traded on a national securities
exchange or on the over-the-counter market, or (ii) inevitably will result in the disclosure or use
of the Company’s Confidential Information, as defined in Section 8.5 below, in either case
in any state in the United States where the Company does business as of the Trigger Date or where,
to the Executive’s knowledge, the Company had plans to engage or was considering engaging as of the
Trigger Date.



     8.4 Nonsolicitation: As used in this Agreement, “Solicitation” means, directly or
indirectly, individually or as a consultant to, or as an employee, officer, director, stockholder,
partner or other owner or participant of, any entity, (a) the solicitation of, inducement of, or
attempt to induce, any employee, agent or consultant (including freelance writers and content
providers) of the Company to leave the employ of, or stop providing services to, the Company; (b)
the offering or aiding another to offer employment to, or interfering or attempting to interfere
with the Company’s relationship with, any employees or consultants (including freelance writers and
content providers) of the Company; (c) the solicitation of, or assistance to any entity or person
in solicitation of, any customers or suppliers (including freelance writers and content providers)
of the Company to discontinue doing business with the Company; or (d) interfering with any
relationship between the Company and any of its customers or suppliers (including freelance writers
and content providers). During the Restricted Period, the Executive will not engage in or attempt
to engage in any Solicitation, provided that Solicitation will not be considered to have occurred
by the general advertising for or hiring of any employee by entities with which the Executive is
associated, as long as she does not directly or indirectly (i) induce such employee to leave the
Company, (ii) contact such employee prior to her departure from the Company regarding employment,
or (iii) in the case of hiring such employee, control such entity or have any input in the decision
to hire such employee.



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     8.5 Protection of the Company’s Confidential Information: As used in this Agreement,
“Confidential Information” means all information that relates to the business, technology,
manner of operation, suppliers, panelists, customers, finances, employees, plans, proposals or
practices of the Company or of any third parties doing business with the Company, and includes,
without limitation, the identities of and other information regarding the Company’s suppliers,
panelists, customers and prospects, supplier lists, panelist list employee information, business
plans and proposals, software programs, marketing plans and proposals, technical plans and
proposals, research and development, budgets and projections, nonpublic financial information, and
all other information the Company designates as “confidential” or intends to keep as confidential
or proprietary. Excluded from the definition of Confidential Information is information that is or
becomes generally known to the public, other than through the breach of this Agreement by the
Executive. For this purpose, information known or available generally within the trade or industry
of the Company shall be deemed to be generally known to the public. The Executive understands and
agrees that Confidential Information will be considered the trade secrets of the Company and will
be entitled to all protections given by law to trade secrets and that the provisions of this
Agreement apply to every form in which Confidential Information exists, including, without
limitation, written or printed information, films, tapes, computer disks or data, or any other form
of memory device, media or method by which information is stored or maintained. The Executive
acknowledges that in the course of employment with the Company, she has received and may receive
Confidential Information of the Company. The Executive further acknowledges that Confidential
Information is a valuable, unique and special asset belonging to the Company. For these reasons,
and except as otherwise directed by the Company, the Executive agrees, during her employment, and
at all times after the termination of her employment with the Company, that she will not disclose
or disseminate to anyone outside the Company, nor use for any purpose other than as required by her
work for the Company, nor assist anyone else in any such disclosure or use of, any Confidential
Information. Upon the Company’s request at any time and for any reason, the Executive shall
immediately deliver to the Company all materials (including all soft and hard copies) in the
Executive’s possession which contain or relate to Confidential Information.



     8.6 Ownership of Intellectual Property: All inventions, modifications, discoveries, designs,
developments, improvements, processes, software programs, works of authorship, documentation,
formulae, data, techniques, know-how, trade secrets or intellectual property rights or any interest
therein (collectively, the “Developments”) made by the Executive, either alone or in
conjunction with others, at anytime or at any place during the Executive’s employment with the
Company, whether or not reduced to writing or practice during such period of employment, which
relate to the business in which the Company is engaged or, to the knowledge of the Executive, in
which the Company intends to engage, shall be and hereby are the exclusive property of the Company
without any further compensation to the Executive. In addition, without limiting the generality of
the prior sentence, all Developments which are copyrightable work by the Executive are intended to
be “work made for hire” as defined in Section 101 of the Copyright Act of 1976, and shall be and
hereby are the property of the Company.



     The Executive shall promptly disclose any Developments to the Company. If any Development is
not the property of the Company by operation of law, other provisions of this



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Agreement or otherwise, the Executive will, and hereby does, assign to the Company all right,
title and interest in such Development, without further consideration, and will assist the Company
and its nominees in every way, at the Company’s expense, to secure, maintain and defend the
Company’s rights in such Development. The Executive shall sign all instruments necessary for the
filing and prosecution of any applications for, or extension or renewals of, letters patent (or
other intellectual property registrations or filings) of the United States or any foreign country
which the Company desires to file and relates to any Development. The Executive hereby irrevocably
designates and appoints the Company and its duly authorized officers and agents as such Executive’s
agent and attorney-in-fact (which designation and appointment shall be deemed coupled with an
interest and shall survive the Executive’s death or incapacity), to act for and in the Executive’s
behalf to execute and file any such applications, extensions or renewals and to do all other
lawfully permitted acts to further the prosecution and issuance of such letters patent, other
intellectual property registrations or filings, or such other similar documents with the same legal
force and effect as if executed by the Executive.




     8.7 Equitable Relief: The Executive acknowledges that (a) the provisions of this Section
8 are essential to the Company; (b) that the Company would not enter into this Agreement if it
did not include this Section 8; and (c) that damages sustained by the Company as a result
of a breach of this Section 8 cannot be adequately remedied by monetary damages.
Furthermore, the Executive agrees that the Company, notwithstanding any other provision of this
Agreement, and in addition to any other remedy it may have under this Agreement, or at law, will be
entitled to injunctive and other equitable relief to prevent or curtail any breach of this
Section 8.



     9 FORM OF NOTICE



     All notices given hereunder shall be given in writing, shall specifically refer to this
Agreement and shall be personally delivered or sent by telecopy or other electronic facsimile
transmission or by registered or certified mail, return receipt requested, at the address set forth
below or at such other address as may hereafter be designated by notice given in compliance with
the terms hereof:



	 	 	 
	If to Executive:

	 	Allison Duquette
	 

	 	6686 Terrace Way
	 

	 	Harrisburg, PA 17111
	 

	 	Telephone: (443) 386-7812
	 
	 	 
	If to the Company:

	 	c/o Archipelago Learning, LLC
	 

	 	3400 Carlisle Street
	 

	 	Dallas, Texas 75204
	 

	 	Attention: Tim McEwen
	 

	 	Telephone: (214) 379-0023
	 

	 	Facsimile: (866) 515-9145
	 
	 	 
	with a copy:

	 	Weil, Gotshal & Manges LLP
	 

	 	100 Federal Street 34th Floor






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	 	Boston, Massachusetts 02110
	 

	 	Attention: Kevin J. Sullivan, Esq.
	 

	 	Telephone: (617) 772-8348
	 

	 	Facsimile: (617) 772-8333






     If notice is mailed, such notice shall be effective upon mailing, or if notice is personally
delivered or sent by telecopy or other electronic facsimile transmission, it shall be effective
upon receipt.



     10 ASSIGNMENT



     This Agreement and all rights under this Agreement shall be binding upon and inure to the
benefit of and be enforceable by the parties hereto and their respective personal or legal
representatives, executors, administrators, heirs, distributees, devisees, legatees, successors and
assigns. Nothing in this Agreement shall be construed to confer any right, benefit or remedy upon
any person that is neither a party hereto nor a personal or legal representative, executor,
administrator, heir, distributee, devisee, legatee, successor or assign of a party hereto. This
Agreement is personal in nature, and none of the parties to this Agreement shall, without the
written consent of the others, assign or transfer this Agreement or any one or more of its rights
or obligations under this Agreement to any other person or entity, except that the Company may
assign its rights and delegate its obligations under this Agreement to any entity that acquires all
or substantially all of its business, whether by sale of assets, merger or like transaction. If the
Executive should die while any amounts are still payable, or any benefits are still required to be
provided, to the Executive hereunder, all such amounts or benefits, unless otherwise provided
herein, shall be paid or provided in accordance with the terms of this Agreement to the Executive’s
devisee, legatee or other designee or, if there be no such person, to the Executive’s estate.



     11 WAIVERS



     No delay or failure by any party hereto in exercising, protecting or enforcing any of its
rights, titles, interests or remedies under this Agreement, and no course of dealing or performance
with respect thereto, will constitute a waiver thereof. The express waiver by a party hereto of any
right, title, interest or remedy in a particular instance or circumstance will not constitute a
waiver thereof in any other instance or circumstance. All rights and remedies shall be cumulative
and not exclusive of any other rights or remedies.



     12 AMENDMENTS IN WRITING



     No amendment, modification, waiver, termination or discharge of any provision of this
Agreement, nor consent to any departure therefrom by either party, will in any event be effective
unless the same is in writing, specifically identifying this Agreement and the provision intended
to be amended, modified, waived, terminated or discharged and signed by the Company and the
Executive. Each amendment, modification, waiver, termination or discharge will be effective only in
the specific instance and for the specific purpose for which given. No provision of this



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Agreement will be varied, contradicted or explained by any oral agreement, course of dealing
or performance or any other matter not set forth in an agreement in writing and signed by the
Company and the Executive.




     13 APPLICABLE LAW



     This Agreement will in all respects, including all matters of construction, validity and
performance, be governed by, and construed and enforced in accordance with, the laws of the State
of Delaware, without regard to any rules governing conflicts of laws.



     14 SEVERABILITY



     If any provision of this Agreement is held invalid, illegal or unenforceable under applicable
law, for any reason, including, without limitation, the duration of such provision, its
geographical scope or the extent of the activities prohibited or required by it, then, to the full
extent permitted by law (a) all other provisions will remain in full force and effect and will be
liberally construed in order to carry out the intent of the parties hereto as nearly as may be
possible, (b) such invalidity, illegality or unenforceability will not affect the validity,
legality or enforceability of any other provision hereof, and (c) any court or arbitrator having
jurisdiction thereover shall (and will have the power to) reform such provision to the extent
necessary for such provision to be enforceable under applicable law.



     15 COUNTERPARTS



     This Agreement, and any amendment or modification entered into pursuant to Section 12
hereof, 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.



     16 NO CONFLICTING AGREEMENTS



     The Executive represents and warrants to the Company that the Executive is not a party to or
bound by any confidentiality, noncompetition, nonsolicitation, employment, consulting or other
agreement or restriction which could conflict with, or be violated by, the performance of the
Executive’s duties to the Company or obligations under this Agreement.



     17 KEY PERSON LIFE INSURANCE



     The Executive acknowledges that the Company may wish to purchase insurance on the life of the
Executive, the proceeds of which would be payable to the Company, at the Company’s expense. The
Executive hereby consents to such insurance and agrees to submit to any medical examination and
release of medical records required to obtain such insurance.



     18 ENTIRE AGREEMENT



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     This Agreement on and as of the date hereof, constitutes the entire agreement between the
Company and the Executive relating to employment of the Executive with the Company, and supersedes
and cancels any and all previous or contemporaneous contracts, arrangements or understandings,
whether oral or written, between the Company and the Executive relating to her employment with or
termination from the Company.



The next page is the signature page.





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     IN WITNESS WHEREOF, the parties have executed and entered into this Agreement on the date set
forth above.



	 	 	 	 	 
	EXECUTIVE:	 	 
	 
	 	 	 	 
	/s/ Allison Duquette	 	 
	 	 	 
	Allison Duquette	 	 
	 
	 	 	 	 
	ARCHIPELAGO LEARNING, LLC	 	 
	 
	 	 	 	 
	By:
	 	/s/ Tim McEwen	 	 
	 

	 	 	 	 
	Name: Tim McEwen	 	 
	Title: CEO	 	 






[Signature Page – A. Duquette Employment Agreement]