EX-10.1






Exhibit 10.1




March 27, 2015



Carolyn Getridge



Re: Employment Terms



Dear Carolyn:



This letter agreement (“Agreement”) sets forth the terms and conditions of your continued
employment with Cambium Learning Group, Inc. (the “Company”) as the Senior Vice President of
Strategic Partnerships of Cambium Learning Group, effective as of January 1, 2015 (the “Effective
Date”).



1. Salary.



As of the Effective Date, your base salary (“Base Salary”) will continue to be $8,278.84
bi-weekly ($ 215,249.92 if annualized), payable in accordance with the regular payroll practices of
the Company as a full-time employee. As July 1, 2015 (New “Effective Date”) your employment status
will move to a part-time employee with the same title and as of the New Effective Date, your base
salary (“Base Salary”) will be $5,000.00 bi-weekly ($130,000.00 if annualized), payable in
accordance with the regular payroll practices of the Company as a full-time employee. You
acknowledge and understand that all calculations for annual bonus, merit pay, severance, company
paid disability, 401(k) match and any other benefit or compensation plan or program sponsored or
maintained by the Company or its affiliates will utilize your Base Salary.



2. Bonus/ Commission



You will not be eligible to participate in the Company’s Financial Bonus Plan; as such plan may be
amended from time to time. You are eligible to earn incentive compensation based on the Incentive
Sales Plan which will indicate a commission rate of 2% of sales bookings from a compiled list of
Strategic Sales Accounts.



3. Benefits.



During your continued employment with the Company, you will be entitled to participate in the
employee retirement and welfare benefit plans and programs consistent with those of similarly
situated executives (subject to enrollment criteria, eligibility requirements and the terms and
conditions of such plans and programs). The Company reserves the right to change or rescind its
benefit plans and programs and alter employee contribution levels in its discretion.



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4. Separation of Employment/ Stock Options/ Special Conditions



Contingent upon election at the Annual meeting of Stock holder in May, you will move to an Employee
Board Director. As of December 31, 2015, your employment agreement with the company will end, at
which time you will be eligible to receive all eligible time-off benefits available to you to be
paid out, less any applicable federal, and state withholdings. As of January 1, 2016 you will move
into a non-Employee Board Director and begin to receive Board Director fees. Your stock options
will continue to vest as long as you are employed and/ or serve a Director on the Company’s Board
of Directors.



5. Company Right to Recover Payments Under this Agreement.



You hereby agree that, if it is ever determined by the Company that any action, or inaction by
you constituted grounds for termination for Cause, then the Company may recover all of any award or
payment made to you pursuant to this Agreement, and you agree to repay and return any such award or
payment to the Company. The Company may, in its sole discretion, affect any such recovery by (i)
obtaining repayment directly from you, (ii) setting off the amount owed to it against any amount or
award that would otherwise be payable by the Company to you, or (iii) any combination of (i) and
(ii) above.



6. At-Will Employment.



This Agreement does not change the at-will nature of your employment relationship with the
Company.



7. Withholding.



Notwithstanding anything in this Agreement to the contrary, the Company may withhold from any
amounts payable under this Agreement such federal, state, local or foreign taxes as shall be
required to be withheld pursuant to any applicable law or regulation.



8. Indemnification.



The Company shall indemnify you to the same extent that its officers, directors and employees are
entitled to indemnification as of the date hereof pursuant to the Company’s Articles of
Incorporation and Bylaws for any acts or omissions by reason of being a director, officer or
employee of the Company.



9. Section 409A.



The payments pursuant to this Agreement are intended to be exempt from, or comply with, the
requirements of Section 409A (“Section 409A”) of the Internal Revenue Code of 1986, as
amended (the “Code”) and this Agreement is intended to be interpreted and operated
accordingly to the fullest extent possible; provided, however, that notwithstanding anything to the
contrary in this Agreement, in no event shall the Company be liable to you for or with respect to
any taxes, penalties or interest which may be imposed upon you pursuant to Section 409A. In
accordance with the preceding sentences, the date on which a “separation from service” pursuant to
Section 409A (“Separation from Service”) occurs shall be treated as the termination of
employment date for purposes of determining the timing of payments under this Agreement to the
extent necessary to have such payments under this Agreement be exempt from the requirements of
Section 409A or comply with the requirements of Section 409A. To the extent that any payments
pursuant to this Agreement constitute “deferral of compensation” subject to Section 409A (after
taking into account to the maximum extent possible any applicable exemptions) (a “409A
Payment”) treated as payable upon Separation from Service, then, if you are a “Specified
Employee” pursuant to Section 409A on the date of your Separation from Service, then to the extent
required for you not to incur additional taxes pursuant to Section 409A, no such 409A Payment shall
be made before the earlier of (i) 6 months after your Separation from Service, or (ii) the date of
your death. Should the preceding sentence result in payments to you at a later time than otherwise
would have been made under this Agreement, on the first day any such payments may be made without
incurring additional tax pursuant to Section 409A (“409A Payment Date”), the Company shall make
such payments provided that any amounts that would have been paid earlier but for the application
of this paragraph shall be paid in a lump sum on the 409A Payment Date. For purposes of Section
409A, each payment installment shall be treated as a separate payment. The parties agree to
cooperate to minimize the impact of Section 409A without materially changing the economic value of
this Agreement to either party.



10. Removal from All Positions.



If your employment with the Company terminates for any reason (whether initiated by you or the
Company), you shall be deemed to resign from all offices and positions you then hold at the Company
and/or its affiliates (collectively, the “Cambium Companies”) and as a member of the board
of directors and/or other similar governing bodies (and committees thereof) of any of the Cambium
Companies on which you then serve (if any), each effective as of the date of termination of your
employment; provided, however, you agree to take all further actions that are
deemed reasonably necessary by the Company to effectuate or memorialize such resignations
(including, without limitation, promptly executing and delivering resignation letters memorializing
such resignations).



11. Confidentiality, Non-Compete Agreement.



As a condition to being offered this position, you hereby agree to execute the Confidentiality
Agreement in a form substantially similar to the form attached hereto as Attachment A (the
“Confidentiality Agreement”).



12. Cooperation.



You agree to reasonably cooperate with the Company and its affiliates during your employment
and thereafter in any internal investigation, any administrative, regulatory or judicial
investigation or proceeding or any dispute with a third party as reasonably requested by the
Company (including, without limitation, you being available to the Company upon reasonable notice
and at reasonable times for interview and factual investigations, appearing at the Company’s
request upon reasonable notice and at reasonable times to give testimony without requiring service
of a subpoena or other legal process, delivering to the Company requested information and relevant
documents which are or may come into your possession), all at times and on schedules that are
reasonably consistent with your other permitted activities and commitments. The obligations under
this Section 13 shall survive the termination of your employment with the Company. If your
cooperation under this Section 13 is required after your termination of employment, the Company
shall (i) provide you reasonable advance notice after giving due consideration to your then current
employment obligations and (ii) to the extent permitted by applicable law and court rules,
reimburse you for all reasonable travel expenses and other reasonable out of pocket expenses upon
submission of receipts.



13. Acknowledgment.



You acknowledge that you have had an opportunity to fully discuss and review the terms of this
Agreement with an attorney of your own choosing. You further acknowledge that you have carefully
read this Agreement, understand its contents and freely and voluntarily assent to all of its terms
and conditions, and sign your name of your own free act.



14. Governing Law.



This Agreement is governed by the laws of the State of Delaware (excluding conflicts of laws).



15. Entire Agreement; Modification.



This Agreement and the Confidentiality Agreement contain the entire agreement between you and
the Company concerning the matters set forth herein and supersede any other discussions,
agreements, representations or warranties of any kind with regard to these matters, including,
without limitation Employment Agreement, dated as of March 27, 2015, between Cambium Learning
Group, Inc. and Carolyn Getridge. Any modification of this Agreement will only be effective if done
in writing and signed by you and the Chairman of the Board.



If for any reason any provision of this Agreement shall be held invalid, that invalidity will not
affect the remainder of this Agreement.



Please review this Agreement carefully and, if it correctly states our agreement, sign and return
to me the enclosed copy.



Best regards,



CAMBIUM LEARNING GROUP, INC.



/s/ John
Campbell                     


Name: John Campbell


Title: Chief Executive Officer



Accepted and agreed to:



/s/ Carolyn
Getridge                 


Name: Carolyn Getridge



Date: March 27, 2015




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