Exhibit 10.67

 



 

October 27, 2017

 

Jean-Jacques Charhon

Greenwich, CT

 

Dear Jean-Jacques,

 

It is our pleasure to extend to you our offer of employment to join Laureate Education, Inc. (the “Company”) as Executive Vice President and Chief Financial Officer reporting to Eilif Serck-Hanssen. This position is based in Baltimore and your start date will be a January 1, 2018 (“Start Date”).

 

This offer is contingent upon satisfactory credit check and submission of the appropriate paperwork. As a condition to employment, you will be required to sign our Confidentiality, Non-Disclosure and Covenant Not to Compete Agreement (“NDA”).  Your employment will be on an “at will” basis, and will be subject to the terms and conditions contained in our Employee Handbook, our general employment policies and practices, and such other reasonable and lawful policies, practices and restrictions as the Company shall from time to time establish for its similarly situated executives.

 

Laureate is centered on the premise of being “Here for Good,” reflecting our goal of operating with purpose and permanence. We believe that you will be an excellent addition to our organization, thus helping us to achieve this common goal. In return, we believe our culture will offer an excellent growth platform for your career.

 

For this opportunity, we have prepared the following competitive offer:

 

	
Position:
    	
 
    	
Executive Vice President and Chief Financial Officer
    
	
 
    	
 
    	
 
    
	
Base Salary:
    	
 
    	
$600,000/annually, subject to review and adjustment   by the Compensation Committee of the Company’s Board of Directors (the   “Compensation Committee”).
    
	
 
    	
 
    	
 
    
	
Annual Bonus:
    	
 
    	
Your target annual bonus is 100% of Base Salary,   payable in the year following the performance year, customarily in March,   upon meeting the applicable performance criteria established by the   Compensation Committee. You must remain continuously employed through the   bonus payment date to receive any payment.
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
For Performance year 2018, and only for that year,   your target annual bonus will be 50% of your annual Base Salary and will be   pain in accordance with the terms set out above.
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
Performance criteria for the 2018 Annual Incentive   Plan and for subsequent years, will be determined at the same time they are
    


 

650 S. EXETER STREET · BALTIMORE, MD  21202 · TEL: (410) 843-6100 · WWW.LAUREATE.NET

 











 

	
 
    	
 
    	
determined for other similarly situated executives.   Any bonus payment shall be subject to the terms of any applicable incentive   compensation plan adopted by the Company.
    
	
 
    	
 
    	
 
    
	
Benefits:
    	
 
    	
You will be eligible for the standard Laureate   United States employee benefits package on the first day of the month   following one full calendar month of employment. The Company reserves the   right to add, terminate and/or amend any employee benefit plans, policies,   programs and/or arrangements from time to time in accordance with the terms   thereof and applicable law.
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
For the period between your Start Date and the date   on which you become eligible for Laureate benefits, to the extent that you   are enrolled in the Consolidated Omnibus Budget Reconciliation Act (“COBRA”),   the company will pay 100% of the monthly cost of you and your family medical,   dental and vision COBRA, including the (2%) premium for administration.
    
	
 
    	
 
    	
 
    
	
Vacation:
    	
 
    	
4 weeks / 20 days paid vacation, which will accrue   at the rate of 13.34 hours per month.
    
	
 
    	
 
    	
 
    
	
Long Term Incentive (LTI):
    	
 
    	
Subject to the approval of the Compensation   Committee, beginning in 2018 you will be eligible to participate in an   equity-based compensation program with an annual target award equal to 100%   of your base salary. For year 2020 and beyond, your annual target award will   be adjusted to 150% of your base salary subject to the same approval process.   Awards may be a mix of (i) restricted stock units; (ii) performance   share units; and/or (iii) stock options, each with respect to the   Company’s Class A common stock, par value $0.004 per share (the   “Class A Common Stock”). Additionally, in January 2018, you shall   receive a onetime, time-based grant of $600,000 in options with expiration   date 5 years from the date of grant, of which 50% will vest on   December 31, 2018 and the remaining 50% will vest on December 31,   2019. The exercise price per share of any stock options will be equal to the   fair market value of the Class A Common Stock on the grant date. Awards   will be subject to the terms and conditions of the Company’s Amended and   Restated 2013 Long-Term Incentive Plan (the “Plan”) and one or more award   agreements that you must sign and accept, which will include time and/or   performance-based vesting.
    


 











 

	
 
    	
 
    	
In addition, as soon as practicable on or after your   start date, management will recommend to the Compensation Committee that the   Company grant you a one-time equity award consisting of 32,000 performance   share units (“PSUs”) and 17,000 performance stock options with a strike price   per share equal to the higher of (i) $17.89 or (ii) the fair market   value of the Class A Common Stock on the grant date. One-third of each   of the performance stock options and PSUs granted under this award will be   eligible to vest after December 31, 2018 and the remainder of the   options and units will be eligible to vest after December 31, 2019, in   each case subject to the Compensation Committee’s determination that   (A) the applicable 2018 and 2019 Adjusted EBITDA targets have been   achieved, and (B) Management’s annual report on its internal control   over financial reporting (as such term is defined in   Rules 13a-15(f) and 15d-15(f) under the Securities Exchange   Act of 1934) and the Company’s independent registered public accounting   firm’s audit report on the effectiveness of the Company’s internal control   over financial reporting included in the Company’s audited financial   statements for the year ended December 31, 2018 included in the   Company’s Annual Report on Form 10-K, do not disclose any material   weaknesses, and otherwise will contain the Company’s customary terms and   conditions for such grants. The Compensation Committee will consider   additional equity awards to you in future years, in its sole discretion.
    
	
 
    	
 
    	
 
    
	
Relocation:
    	
 
    	
The Company will provide relocation assistance for   you and your family at the time you relocate to Baltimore, MD. For the home   sale assistance benefit, the Company will extend the benefit for up to   twenty-four months from your Start Date, subject to the terms and conditions   of the Company’s relocation policy and an Employee Reimbursement Agreement,   which you must sign and accept. Laureate’s Human Resources department will   assist you with your relocation activities and will work with the Company’s   relocation provider to process relocation related expense reimbursement.   Relocation assistance includes:
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
·                  For   the initial 9 months of your employment with Laureate and before you   permanently relocate to Baltimore, MD; the company will reimburse you for   your reasonable lodging and commuting expenses. Lodging
    


 











 

	
 
    	
 
    	
reimbursement should   follow the Company’s relocation policy for temporary living.
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
·                  On   your relocation date, we will provide five days of destination services to   assist with area orientation, home finding, and settling in.
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
·                  Final   move of household goods from Connecticut to Baltimore, MD.
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
·                  Reimbursement   of final move train fare, mileage, meals and incidentals incurred during   final trip, for you and your family, to Baltimore, MD.
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
·                  Temporary   living reimbursement for up to 15 days.
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
·                  A   miscellaneous, non-accountable allowance of $10,000 net, to be used for any   relocation expenses you may incur upon relocating to the Baltimore area.
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
·                  Payment   or reimbursement of all taxes on your relocation benefits (by   December 31 of the year following the year in which you remit the   taxes).
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
·                  If   you voluntarily terminate employment or your employment is terminated by the   Company for Cause (as defined in the Plan) within 12 months after receiving   any assistance, you are responsible for reimbursing the company 100% of the   relocation costs.
    
	
 
    	
 
    	
 
    
	
Severance:
    	
 
    	
Subject to the approval of the Compensation   Committee, if your employment with the Company is terminated by the Company   for reasons other than Cause (as defined in the Plan) or your disability (as   determined by the Company), subject to your execution and non-revocation of a   release of claims in a form provided by the Company, so that it becomes   effective by the 60th day after your termination of employment,   and your continued compliance with the NDA, you will be eligible to receive   severance in an amount equal to two times your then current Base Salary on   the date of such termination. Such amount shall be paid in equal installments   according to the Company’s regular payroll schedule over the twelve (12) month   period following the date of termination; provided, however, that each   installment due during the first 60 days after the date of termination shall   be paid with the first installment due after such 60 days.
    


 











 

	
Section 409A: Tax:
    	
 
    	
This offer letter is intended to comply with   Section 409A of the Internal Revenue Code (“Section 409A”) or an   exemption thereunder and shall be construed and administered in accordance   with Section 409A. Notwithstanding any other provision of this offer letter,   payments provided under this offer letter may only be made upon an event and   in a manner that complies with Section 409A or an applicable exemption.   Any payments under this offer letter that may be excluded from   Section 409A either as separation pay due to an involuntary separation   from service or as a short-term deferral shall be excluded from   Section 409A to the maximum extent possible. For purposes of   Section 409A, each installment payment provided under this offer letter   shall be treated as a separate payment. Any payments to be made under this   offer letter upon a termination of employment shall only be made upon a   “separation from service” under Section 409A. Notwithstanding the   foregoing, the Company makes no representations that the payments and   benefits provided under this offer letter comply with Section 409A and   in no event shall the Company be liable for all of any portion of any taxes,   penalties, interest or other expenses that may be incurred by you on account   of non-compliance with Section 409A.
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
Notwithstanding any other provision of this offer   letter, if any payment or benefit provided to you in connection with   termination of employment is determined to constitute “nonqualified deferred   compensation” within the meaning of Section 409A and you are determined   to be a “specified employee” as defined in Section 409A(a)(2)(b)(i),   then such payment or benefit shall not be paid until the first payroll date   to occur following the six-month anniversary of your termination date (the “Specified   Employee Payment Date”) or, if earlier, on the date of your death. The   aggregate of any payments that would otherwise have been paid before the   Specified Employee Payment Date shall be paid to you in a lump sum on the   Specified Employee Payment Date and thereafter, any remaining payments shall   be paid in accordance with their original schedule.
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
With respect to any reimbursement of expenses of, or   any provision of in-kind benefits to you, such reimbursement of expenses or   provisions of in-kind benefits shall be subject to the following conditions:   (1) the expenses eligible for reimbursement or the amount of in-kind   benefits provided in one taxable year shall not affect the expenses eligible   for reimbursement or the amount of in-kind benefits provided in any other   taxable year; (2) the reimbursement of an eligible expense shall be made   no later than the end of the year after the year in which such expense was
    


 











 

	
 
    	
 
    	
incurred; and (3) the right to reimbursement or   in-kind benefits shall not be subject to liquidation or exchange for another   benefit.
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
Compensation paid by the Company shall be reduced by   applicable withholdings and payroll taxes.
    


 

This letter will be governed by and construed in accordance with the laws of the State of Maryland without giving effect to any choice of law provisions or principles thereof.

 

People come to us because we think differently. We teach bigger thinking. We foster game changers. We light fuses on ideas that take off. We are Laureate and we are transforming the world of education for the better. We welcome your spark!

 

Please indicate your acceptance of this offer by signing in the space provided below and returning it to my attention, retaining a copy for your files.

 

By signing below, you confirm that you have no contractual commitments or other legal obligations that would prohibit you from performing your duties for the Company.

 

We are looking forward to you joining our team.  If you have any unanswered questions or if there is any way we can assist you further, please do not hesitate to contact me.

 

 

Sincerely,

 

/s/ Luis Novelo

 

Luis Novelo

Vice President, Human Resources

Laureate Education, Inc.

 

 

	
Accepted:
    	
/s/ Jean-Jacques Charhon
    	
 
    	
Date:
    	
11-6-2017
    
	
 
    	
Jean-Jacques Charhon