Exhibit 10.1





 


 


January 7, 2008


 


Mr. Russell A. Whitney

1612 E. Cape Coral Blvd. 

Cape Coral, FL  33904


 


                RE:          Termination
of Employment Agreement


 


Dear Mr. Whitney:


 


Reference is made to that
certain Employment Agreement (“Employment Agreement”), dated as of June 30,
2003, by and between Whitney Education Group, Inc. (“WEG”), a Florida
corporation, a wholly-owned subsidiary of Whitney Information Network, Inc.
(“WIN”), a Colorado corporation (together, WEG and WIN along with each of their
wholly-owned subsidiaries are referred to herein collectively as the “Company”),
and Russell A. Whitney.


 


This letter agreement will
confirm that you have informed the Company of your resignation as Chief
Executive Officer of the Company, and of the termination of the Employment
Agreement, both effective as of December 31, 2007.  The Board of Directors accepts your
resignation.  Furthermore, the Board of
Directors of WEG and the Special Committee of the Board of Directors of WIN
have determined that for purposes of the Employment Agreement your resignation
will be treated as a “Termination Other Than For Cause” under Section 2.4
of the Employment Agreement.  The parties
have agreed that WIN will pay severance compensation in the amount of
$1,950,000 in twelve, equal monthly installments of $162,500 to you over a
period of 12 months, the first such payment to be made January 1, 2008 and
continuing on the first day of each calendar month thereafter, less applicable
taxes and withholdings (“Severance Compensation”); except that consistent with
the Company’s past practice, you at your option may at any time request that
the balance of the Severance Compensation be paid to you in a lump sum within
30 days following your written request. 
To secure its obligation to pay the Severance Compensation to you, the
Company agrees to place a lien immediately upon its Citation VII aircraft
(Serial Number 650-7068, Tail # N7AB) in your favor.  You agree to terminate this lien immediately
upon the payment in full of the Severance Compensation to you.  If the aircraft is sold by the Company at any
time prior to the payment in full of the Severance Compensation, you agree to
terminate your lien and the Company agrees that the balance of the then unpaid
Severance Compensation will be accelerated and paid to you from the proceeds of
the sale of the aircraft at that time.


 


You acknowledge that you
have been paid all salary and bonuses and any and all other pay and incentives
due to you under the Employment Agreement or otherwise, except those payments
otherwise payable under this letter agreement; that you have been provided with
all leave (including leave under the Family and Medical Leave Act) to which you
may have been entitled, if any; and that you have not suffered any workplace
illness or injury other than any injury or illness of which you have already
advised the Company about, if any. 
Furthermore, you hereby affirm, to the best of your knowledge as of the
date hereof, that you at present are not aware of any potential claims or
causes of action that you may have against the Company.  Neither this letter agreement, nor anything
contained herein, shall be construed as an admission or concession by the
Company or by you of any liability, unlawful conduct, or wrongdoing whatsoever.


 

















 


Please be advised that,
under the terms of that certain Confidentiality, Non-Compete and
Non-Solicitation Agreement by and between you and WEG, you are and remain
subject to certain post-termination restrictive covenants.


 


Notwithstanding the
termination of the Employment Agreement, the Company agrees that it will
indemnify and hold you harmless to the fullest extent permitted by applicable
law under Section 7.10 of the Employment Agreement and under Article VI
of the Bylaws of WIN.  Without limiting
the foregoing, you shall be entitled to advancement of your fees and expenses
of legal counsel, incurred in connection with any legal proceeding arising out
of or relating to your service as an officer, director or employee of the
Company.  Your acceptance of this letter
constitutes your undertaking to repay any sums advanced in the event so ordered
by a court of competent jurisdiction.


 


You acknowledge by signing
below that you have read this letter agreement in its entirety, understand all
of its terms, and knowingly and voluntarily assent to those terms.  You further acknowledge that you have been
advised of your right to consult with counsel in connection with this letter
agreement, and that you have consulted with your own counsel.


 


Please sign and date this
agreement in the space provided and return the original to WIN within seven (7) days.


 


Very
truly yours,


 


WHITNEY
INFORMATION NETWORK, INC.


 


	
  By:

  	
   

  
	
  Name:

  
	
  Title:

  



 


WHITNEY
EDUCATION GROUP, INC.


 


	
  By:

  	
   

  
	
  Name:

  
	
  Title

  



 


ACKNOWLEDGED
AND AGREED:


 


 


	
  Russell
  A. Whitney

  	
   

  
	
  Date: