Exhibit 10.40

 



 

July 21, 2008

 

Eilif Serck-Hanssen 

[     ]

[     ]

 

Dear Eilif:

 

It is my pleasure to offer you the position of Executive Vice-President, Chief Financial Officer for Laureate Education, Inc. In this position, initially you will report directly to Neal Cohen, President and Chief Operating Officer; subsequently, but not later than the two year anniversary date of your employment, in this position you will report directly to the Chief Executive Officer of Laureate. You will be a member of the Executive Committee of Laureate. You agree that you will commence your employment with Laureate Education, Inc. no later than eight (8) weeks after the date of this offer letter.”‘

 

I have done a careful review of the requirements of this position and the growth that we anticipate over the next five years, and I believe you will be an excellent match to the needs of the business. In return, I think our environment wlll offer an excellent growth platform for your career. This position is one that will allow us to work together to continue building world class educational Institutions. The position will be based in Baltimore, Maryland.

 

Iam sending a copy of the position description and an organization chart and related HR materials to you under separate cover.

 

We want this to be a highly successful relationship and In the Interest of attracting you to the job, we are making the following offer:

 

	
Base Salary:
    	
 
    	
Annual: $450,000
    
	
 
    	
 
    	
 
    
	
Annual Bonus:
    	
 
    	
Your target bonus is 75% of Base Salary, payable   customarily in March for the previous performance year. Laureate’s   annual bonus plan allows for payments of up to 200% of the target.   Performance metrics for the Annual Bonus will be determined within 45 days of   your joining the Company. The bonus for 2008 will be guaranteed at a minimum   of $200,000, payable in March, 2009.
    
	
 
    	
 
    	
 
    
	
Laureate Equity:
    	
 
    	
Our equity program   consists of stock options that are a highly valuable part of your total   remuneration. The Compensation Committee of the Board of Directors has agreed   that you will be granted 1,250,000 stock options at the first scheduled   Committee meeting date following the date that you officially start working   for Laureate. The exercise price will be the fair market value of Laureate   stock, as detennlned by the Compensation Committee of the Board of Directors   on the date of grant. These options will be vested using a combination of   lime and performance measures. Fifty percent (50%) of the options will vest   ratably over a five-year vesting period
    


 











 

	
 
    	
 
    	
(2009-2013) beginning   on the first year anniversary date of the grant. The remaining 50% of the   options will vest upon the attainment of EBtTDA targets over a five year   period beginning on December 31, 2008 if you begin working for Laureate   on or before October 1, 2008 and beginning December 31, 2009 if you   begin working for the Company after October 1, 2008. Specifics of the   terms of the options will be described in a separate Stock Option Agreement,   which will be delivered upon grant of the options.
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
The Compensation   Committee has also authorized the grant of 50,000 shares of Restricted Stock,   with 25,000 vesting on September 1, 2012; and 25,000 vesting on   September 1, 2013, with such grant to be made at the first scheduled   Committee meeting after you begin working for Laureate.
    
	
 
    	
 
    	
 
    
	
Benefits:
    	
 
    	
You will be eligible for the Laureate   Executive Committee   benefits package on the first day of the month following 30 days of   employment. The standard Laureate benefits book has been sent to you under   separate cover. The provisions relating to the Executive Committee benefits   will be sent to you under separate cover.
    
	
 
    	
 
    	
 
    
	
Vacation:
    	
 
    	
Four   (4) weeks/twenty (20) days paid vacation, accrued on an annual basis.   Vacation time will accrue at the rate of 13.33 hours per month.
    
	
 
    	
 
    	
 
    
	
Relocation:
    	
 
    	
Laureate will provide   a full relocation package that will include the Silver Lining move-in   service. In addition, we will work out a home buy-out in order to speed up   your relocation to Baltimore. We will work with our relocation service   provider, Aires, Inc., to conduct the appraisals. We will do our best to   ensure that the total cost does not greatly exceed our economic limit of   $250,000 for the home purchase program. This would Include our carrying costs   and any potential loss on sale. The closing costs are already Included In the   relocation policy so this will not impact the limit. We want to cap our costs   so we will provide this service at an incremental cost to the normal   relocation of up to $250,000 In cost to Laureate. Anything above the   $250,000, we will share the risk at 50% between you and Laureate. I will send   you information on the home purchase plan under separate cover.

 

The taxable,   non-deductible portions of your relocation benefits package will be   “grossed-up” to minimize the tax impact of these benefits to you.

 

We will also provide   coverage to offset your loss on the Montessori tuition that you have already   paid In Connecticut. This reimbursement will be paid as a part
    


 

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of our relocation   policy. You will need to provide documentation of the loss.
    
	
 
    	
 
    	
 
    
	
Severance Provision:
    	
 
    	
If  the Company terminates your employment “without   Cause” or you terminate your employment because the Company has failed to   promote the CFO position to a CEO-direct report relationship on or before the   two-year anniversary of the commencement of your employment, with   corresponding compensation adjustment, you will receive severance equal to   eighteen months of base salary and target bonus, provided that you sign the   required separation and release agreement. Severance is provided in one lump   sum payment.
    
	
 
    	
 
    	
 
    
	
Change of Control:
    	
 
    	
We will treat you in the equivalent manner to   all other members   of the Executive Committee with the exception of Neal Cohen and Doug Becker   who have slightly different provisions. This means that, upon a change of   control, all of your outstanding time-based equity awards will be fully   vested automatically and, only in the Board’s sole discretion, vesting   criteria for performance-based equity awards may be accelerated upon a change   of control.
    
	
 
    	
 
    	
 
    
	
Agreements:
    	
 
    	
In connection with the equity grants, you will   be required to   sign: 1) The Management Stockholder Agreement, 2) The Sale Participation   Agreement and, 3) The Stock Option Agreement. Forms of these agreements have   been sent under separate cover, but we confirm that your Management   Stockholder’s Agreement will provide that: (i) the definition of “Good   Reason” shall also Include the failure to promote the CFO position to a   CEO-direct report relationship, with corresponding compensation adjustment,   on or before the two year anniversary of the commencement of your employment   and (ii) the deadline for delivery of a Section 6(b) Call   Notice will be 90 rather than 180 days,
    
	
 
    	
 
    	
 
    
	
Commuting:
    	
 
    	
Laureate will cover your commuting expenses   and local housing   until you are able to physically relocate from your present location.
    
	
 
    	
 
    	
 
    
	
D&O Coverage:
    	
 
    	
Laureate provides full D&O coverage for its executive team and Is obligated under Its charter   and bylaws to indemnify, to the fullest extent permitted under law, any of   Its directors and officers who, by reason of such position, was, is, or Is   threatened to be made a party to any threatened, pending, or completed   action, suit, or proceeding, whether civil, criminal, administrative, or   investigative. Summaries of the D&O insurance plans will be sent to you   under separate cover.
    
	
 
    	
 
    	
 
    
	
Outside Board   Memberships:
    	
 
    	
Our policy regarding   external Board memberships is that these require the approval of the Laureate   CEO. The CEO will judge the extent to which such memberships
    


 

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may affect the   performance of your primary duties to Laureate.
    
	
 
    	
 
    	
 
    
	
Non-Compete & Non-Solicit:
    	
 
    	
Laureate highly values   Its proprietary knowledge and intellectual property assets and we require all   executives to agree to a non-compete and non-solicit agreement which extends   through two years post employment.These provisions are set out in the form of   Management Stockholder’s Agreement which was sent to you under separate   cover.
    


 

In this position, we believe you will have the opportunity to make significant contributions in the growth of Laureate. We look forward to having you join us as Executive Vice-President, Chief Financial Officer and working with you to build our company into a global brand that represents quality.

 

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.

 

	
Sincerely,
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
/s/ Daniel M. Nickel
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
Daniel M. Nickel
    	
 
    	
 
    
	
Executive Vice-President, Corporate Operations
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
Accepted:
    	
/s/ Eilif Serck-Hanssen
    	
 
    	
Date: 7/24/08
    
	
 
    	
 
    	
 
    	
 
    
	
cc: 
    	
Doug Becker
    	
 
    	
 
    
	
 
    	
Neal Cohen
    	
 
    	
 
    
					


 

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