**Exhibit 10.65**

**EMPLOYMENT AGREEMENT**

This Employment Agreement (this“**Agreement**”) is entered into as of this 22nd day of February, 2012 by and between Archipelago Learning, LLC, a Delaware limited liability company (the “**Company**”), and Bobby Babbrah (the “**Executive**”).

**WHEREAS**, the Company desires to retain the services of the Executive and the Executive desires to beemployed by the Company; 

**WHEREAS**, the Company desires to be assured that the unique and expertservices of the Executive will be available to the Company, and 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 goodwill of the Company will bepreserved for the exclusive benefit of the Company. 

**NOW, THEREFORE**, in consideration of suchemployment 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: 

 

Effective as of January 1, 2012 (the “**Start Date**”), the Company will employ the Executive in the position of Executive Vice President, Chief Technology Officer. The Executiveshall 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 him from time to time by theChief Executive Officer, in each case consistent with his position as Executive Vice President, Chief Technology Officer. 

 

The Executive will devote all of his business time, ability, attention and best efforts to the performance of his duties hereunder in a manner which will faithfully and diligently further theCompany’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 hisduties under this Agreement. Executive agrees to perform his duties and responsibilities within Company policies, standard work hours and attendance and general work practices. 

 

The Executive’s employment hereunder initially shall be for a term ending on the day preceding the second anniversary of the Start Date, subject to earlier termination in accordance withSection 6 below. The Agreement shall be automatically extended for one year renewal terms unless either party gives not less than 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 the Executive agrees to accept in full consideration for all services performed by him, the followingcompensation: 

**4.1    Base Salary:** The Company will pay the Executive an annualbase salary of $300,000, before all customary payroll deductions. This annual base salary will be paid in accordance with the usual payroll practices of the Company. The Company may make such increases in the base salary as the Company may, in itssole discretion, deem appropriate and shall consider such increases at least annually. 

**4.2    Annual Bonus:** The Executive will participate in the Company-wide bonus plan in whichall employees of the Company participate based on such bonus plan’s policies and procedures then in effect. Pursuant to such bonus plan, the Executive will be eligible to receive a bonus (the “**Bonus**”) in respect of eachfiscal year of the Company in an amount equal to up to 50% of his earned base salary (pro rated for partial years) based on performance targets; provided, that if the performance targets in any fiscal year are exceeded, the maximum Bonus theExecutive shall be eligible to receive shall equal up to 60% of his earned base salary. The structure and weighting of Bonus targets shall be in the sole discretion of the Company’s Chief Executive Officer and Compensation Committee. Suchtargets are currently based as follows: (i) 70% on achievement of annual financial targets set forth in the operating plan approved from time to time by the Company – GAAP revenue, Invoiced Cash Sales and Adjusted Cash EBITDA; (85% of eachannual financial target must be achieved to qualify for the minimum threshold payment and if the floor is achieved on all three financial target components but two of the three financial targets are above the minimum threshold, the annual incentivepayment for this section of the plan will be increased on a pro rata basis); (ii) 15% on leadership characteristics; and (iii) 15% on key business objectives, to be determined by the Company: (a) for 2012, within 60 days of the StartDate; and (b) for subsequent years, prior to January 31st of each such year. Payment of any Bonus with respect to leadership characteristics or key business objectives will be contingent on the achievement of at least 85% of the GAAP revenue, Invoiced CashSales and Adjusted Cash EBITDA targets. Each year, the Bonus, if any, shall be paid no later than March 15 of the year following the year to which the Bonus relates. 

**4.3    Incentive Equity:** The Executive will have the right to participate in the stock optionplan of the Company’s indirect parent, Archipelago Learning, Inc. (“**ARCL**”), with: (i) an initial grant of 42,500 stock options to be made in January 2012; and (ii) a secondary grant of an additional 42,500stock options to be made upon the completion of the Relocation on or prior to June 30, 2012. Such stock options shall be issued with a strike price equal to the fair market value of ARCL’s common stock on their date of issuance and shallvest 25% on each of the first four anniversaries of the applicable dates of issuance. The form, terms and provisions applicable to such options shall be as set forth in the applicable option agreement, any applicable grant notice (which shallinclude a full acceleration of such options upon a “Change of Control” as that term is defined is such incentive plan) and the 2009 Omnibus Incentive Plan of ARCL. 

 
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**4.4 Signing Bonus:**

(a)     Signing Bonus. Upon the completion of the relocation of the Executive’s and theExecutive’s family’s primary residence to the Dallas, Texas area (the “**Relocation**”) prior to June 30, 2012, the Company will pay the Executive, within 30 days of such Relocation, a signing bonus of $25,000 (the“**Signing Bonus**”). For the avoidance of doubt and notwithstanding anything herein to the contrary, no Signing Bonus will be payable if: (i) the Relocation is not completed prior to June 30, 2012; or (ii) on thedate such Signing Bonus is due, the Executive is no longer employed with the Company. 

(b)     Repayment of Signing Bonus. If the Executive is terminated for Cause or resigns forany reason: (a) on or prior to the one year anniversary of the Start Date, the Executive will, within 15 days of the date of such termination or resignation, repay to the Company 100% of any Signing Bonus paid to him; (b) after the oneyear anniversary of the Start Date but on or prior to the two year anniversary thereof, the Executive will, within 15 days of the date of such termination or resignation, repay to the Company 50% of any Signing Bonus paid to him; and (c) afterthe two year anniversary of the date hereof, the Executive will not be required to repay any portion of the Signing Bonus. 

(c) No Repayment Upon Resignation in Connection with a Change of Control. Notwithstanding Section 4.4(b), if: (i) a Change of Control (as defined in the 2009 Omnibus Incentive Planof ARCL) occurs on or prior to January 1, 2014; (ii) after or in connection with such Change of Control, the Executive experiences: (x) a diminishment of title, reporting role, compensation, duties or responsibilities; or (y) theExecutive is required to relocate his primary place of business more than 50 miles from its then current location; (iii) the Executive provides the Company with at least 30 days prior written notice of the Executive’s intent to resign as aresult of such diminishment or relocation (which notice must be provided within 60 days following: (1) the occurrence of the event(s) purported to constitute such diminishment or relocation; or (2) if the Executive did not know of theoccurrence of any of such diminishment or relocation, the date on which the Executive had actual knowledge of the occurrence of any of such diminishment or relocation) and such notice sets forth in reasonable detail the specific conduct thatconstitutes such diminishment or relocation; (iv) the Company does not cure such diminishment or relocation within such 30 day period; and (v) the Executive resigns, then the Executive shall not be required to repay any Signing Bonus orany portion thereof. 

**4.5    Withholding:** The Company may withhold from anycompensation and benefits payable to the Executive, including any compensation or benefits payable pursuant to Section 4, Section 5 or Section 7 hereof, 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 welfarebenefit 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 pensionand retirement plans or programs, 

 
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medical, dental, hospitalization, short-term and long-term disability and life insurance plans and accidental death and dismemberment protection, provided, that the Executive meets theeligibility requirements and other terms, conditions and restrictions of the respective plans and programs). Payment for such coverages will be the sole responsibility of the Executive, unless the Company makes such coverages available to similarlysituated executives on a shared cost basis. In addition, the Executive will be entitled to 20 days of personal time office (PTO) per year and, in 2012 only, an additional 5 days of PTO for use in connection with the Relocation, in all cases, subjectto standard Company policies. 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 his duties hereunder, upon presentation ofproper receipts or other proof of expenditure and subject to such reasonable guidelines or limitations provided by the Company from time to time. 

 
 
5.2

**Reimbursement of Relocation Expenses:**

(a)     Reimbursement of Transition Expenses. In addition to those benefits described inSection 5.1, the Company will also reimburse the Executive for the following expenses related to the Relocation, during the transition period (ending June 30th 2012), upon presentation of proper receipts or other proof of expenditure and subject to such reasonable guidelines orlimitations provided by the Company from time to time: (i) personal travel expenses between Arizona and Dallas, Texas for the Executive between the Start Date and June 30, 2012; (ii) temporary housing expenses in the Dallas, Texasarea between the Start Date and June 30, 2012, up to a monthly maximum expense of $5,500; (iii) travel, lodging and meal expenses for a trip to Dallas, Texas by the Executive and his spouse for purposes of securing temporary housing (suchreimbursements collectively, the “**Transition Expense Reimbursements**”). 

(b)     Reimbursement of Relocation Expenses. In addition to those benefits described inSection 5.1, the Company will also reimburse the Executive for the following expenses related to the Relocation, upon presentation of proper receipts or other proof of expenditure and subject to such reasonable guidelines or limitationsprovided by the Company from time to time: (i) travel, lodging and meal expenses for two additional trips to Dallas, Texas by the Executive and his family for the purpose of locating and purchasing a residence in the Dallas, Texas area;(ii)reasonable closing costs associated with the purchase of such residence in the Dallas, Texas area; (iii) moving expenses, up to a maximum expense of $20,000; (iv) Arizona lease management fees from the Start Date until December 31,2012, up to a maximum $250 per month and $3,000 in the aggregate; (v) Arizona housing expenses for up to four months, up to a maximum $2,500 per month and $10,000 in the aggregate (such reimbursements collectively, the “**RelocationExpense Reimbursements**”). 

(c)     Gross Up of Reimbursements. If andto the extent the Relocation Expense Reimbursements are taxable to the Executive, then the Company shall pay the Executive, prior to the time that such taxes are payable with respect to such Relocation Expense Reimbursements, an additional payment(a “**Gross Up Payment**”) in an amount such that, after payment by the Executive of all taxes imposed upon the Gross Up Payment, the Executive retains an amount of the Gross Up Payment equal to all of the taxes payable withrespect to such Relocation Expense Reimbursements. 

 
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(d)     Repayment of Reimbursements. If theExecutive is terminated for Cause or resigns for any reason: (i) on or prior to the one year anniversary of the Start Date, the Executive will, within 15 days of the date of such termination or resignation, repay to the Company 100% of anyRelocation Expense Reimbursements and Gross Up Payment actually paid to him; (ii) after the one year anniversary of the Start Date but prior to the two year anniversary thereof, the Executive will, within 15 days of the date of such terminationor resignation, repay to the Company 50% of any Relocation Expense Reimbursements and Gross Up Payment actually paid to him; and (iii) after the two year anniversary of the date hereof, the Executive will not be required to repay any portion ofthe Relocation Expense Reimbursements or Gross Up Payment. 

(e)     No ReimbursementUpon Resignation in Connection with Change of Control. Notwithstanding Section 5.2(c), if: (i) a Change of Control occurs prior to January 1, 2014; (ii) after or in connection with such Change of Control, the Executiveexperiences: (x) a diminishment of title, reporting role, compensation, duties or responsibilities; or (y) the Executive is required to relocate his primary place of business more than 50 miles from its then current location;(iii) the Executive provides the Company with at least 30 days prior written notice of the Executive’s intent to resign as a result of such diminishment or relocation (which notice must be provided within 60 days following: (1) theoccurrence of the event(s) purported to constitute such diminishment or relocation; or (2) if the Executive did not know of the occurrence of any of such diminishment or relocation, the date on which the Executive had actual knowledge of theoccurrence of any of such diminishment or relocation) and such notice sets forth in reasonable detail the specific conduct that constitutes such diminishment or relocation; (iv) the Company does not cure such diminishment or relocation withinsuch 30 day period; and (v) the Executive resigns, then the Executive shall not be required to repay any Relocation Expense Reimbursements or any portion thereof. 

(f)     Incurrence and Payment of Reimbursements. No Relocation Expense Reimbursements may beincurred after December 31, 2012 and no Relocation Expense Reimbursements may be submitted for payment after March 30, 2013. All Relocation Expense Reimbursements shall be paid on or prior to June 30, 2013. 

 

**6.**

**TERMINATION**

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

**6.1     By the Company:**TheCompany 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 his employment at any time, for anyreason, 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

 
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Executive’s inability to perform the duties set forth in Section 1 hereof for a period of 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 30 days prior written notice of termination of the Executive’s employment (the “**Advance Notice Period**”), during which period theExecutive’s employment and performance of services will continue; provided, that: (i) the Company may, upon termination of his employment with Cause, make such notice effective immediately; and (ii) the Company may, upon noticeto the Executive and without reducing compensation during any Advance Notice Period, excuse him from any or all of his 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 clauses (i) or (ii) hereof) or as otherwise provided in Section 3 above. For the avoidance of doubt, in theevent that the Executive’s employment terminates as a result of death or total disability, the Termination Date will be the date of the Executive’s death or total disability, as applicable. 

 

**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 thisSection 7: 

 
 
**7.1**

**Termination by the Company:**

(a)     Termination Without Cause. If the Company terminates the Executive’s employment without Cause or as a result of the Company’s notice of non-renewal pursuant toSection 3 (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 (“**Section409A**”), the Executive will not be entitled to receive any of the payments or benefits provided for herein except the Company shall: (i) pay his base salary through the Termination Date; (ii) pay him an amount equal to his basesalary 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 55th day after theTermination Date; (iii) provide the Executive with all benefits that are accrued but unpaid as of the Termination Date; (iv) provide the Executive with all benefits expressly available upon termination of employment in accordance with theplans 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)     Termination With Cause. If the Company terminates the Executive’s employment forCause, the Executive will not be entitled to receive any of the payments or benefits provided for herein except the Company shall: (i) pay his base salary through the Termination Date; (ii) provide the Executive with all benefits that areaccrued 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

 
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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)     Termination With Good Reason. If the Executive terminates the Executive’s employment with the Company with Good Reason (as hereinafter defined), and suchtermination constitutes a “separation from service” under Section 409A of the Internal Revenue Code of 1986, as amended (“**Section 409A**”), the Executive will not be entitled to receive any of the payments orbenefits provided for herein except the Company shall: (i) pay the Executive’s base salary through the Termination Date; (ii) pay the Executive an amount equal to the Executive’s base salary during the Severance Period (asdefined in Section 7.6 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; (iii) provide theExecutive with all benefits that are accrued but unpaid as of the Termination Date; (iv) provide the Executive with all benefits expressly available upon termination of employment in accordance with the plans and programs of the Companyapplicable to the Executive on the Termination Date (but without duplication of any benefits or payments otherwise provided for hereunder). 

(b)     Termination Without Good Reason. If the Executive terminates the Executive’s employment with the Company without Good Reason, the Executive will not be entitled toreceive any of the payments or benefits provided for herein except the Company shall: (i) pay the Executive’s base salary through the Termination Date; (ii) provide the Executive with all benefits that are accrued but unpaid as of theTermination 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 withoutduplication of any benefits or payments otherwise provided for hereunder). 

**7.3    Termination Due to Death or Disability:** If the Executive’s employment is terminated pursuant to Section 6.3 hereof as a result of his death or total disability, the Executive will not be entitled to any payments or benefits,except the Company shall: (i) pay his 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 benefitsexpressly 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 thisSection 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 theTermination 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. Each payment made in accordance with thisSection 7 shall be treated as a separate payment for purposes of Section 409A, to the extent that such payment constitutes “nonqualified deferred compensation” within the meaning of Section 409A. 

 
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**7.5     Cause:** Wherever reference is made in thisAgreement to termination being with or without Cause, “**Cause**” shall mean: (i) the Executive repeatedly refuses or fails to perform any of his duties and responsibilities as determined from time to time by the Company,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 Companyfollowing thirty (30) days’ written notice from the Company of such alleged fault; and (b) the Executive’s refusal to comply with any reasonable and lawful directive or policy of the Company which refusal is not cured by theExecutive 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 his duties; (iii) the Executive commits a material act of fraud, personal dishonesty or misappropriation relatingto the Company or its affiliates; (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 fraudwith 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 commission, indictment for or conviction of (or the entry of a plea ofa nolo contendere or equivalent plea) in a court of competent jurisdiction, a felony or any misdemeanor involving material dishonesty or moral turpitude; (vii) the Executive’s habitual or repeated misuse of, or habitual or repeatedperformance of the Executive’s duties under the influence of, alcohol or controlled substances; or (viii) the Executive fails to complete the Relocation by December 31, 2012. 

**7.6     Severance Period:** Whenever reference is made in this Agreement to the SeverancePeriod, “**Severance Period**” shall mean the period commencing on the Termination Date and ending on the twelve-month anniversary of the Termination Date. 

**7.7     Good Reason:** Whenever reference is made in this Agreement to termination being with orwithout 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 Agreementor any other written agreement with the Executive; (ii) a reduction in the Executive’s base salary; (iii) a material reduction or diminution of the Executive’s duties, responsibilities or authorities, which are caused by an actof the Company; or (iv) any requirement by the Company that the Executive relocate the Executive’s principal place of employment to a location that is in excess of 60 miles from the Company’s current headquarters in Dallas, Texas. TheCompany 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 the Executive’semployment for Good Reason unless the Executive has provided the Company with at least 30 days prior written notice of the Executive’s intent to resign for Good Reason (which notice must be provided within 60 days following: (x) theoccurrence 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 hasset forth in reasonable detail the specific conduct that constitutes Good Reason and the specific provisions of this Agreement on which the Executive relies. 

 
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**7.8     Payments Contingent on Release:** TheCompany’s obligation to make any salary continuation 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 theExecutive’s employment in form and substance reasonably acceptable to the Company and the Executive, within 45 days following the Termination Date. 

 

**8.**

**NONCOMPETITION, NONSOLICITATION, PROTECTION OF CONFIDENTIAL INFORMATION**

**8.1     Applicability:** This Section 8 will survive the termination of thisAgreement and the Executive’s employment with the Company. As used in this Section 8, “**Company**” shall mean ARCL, the Company and all of the Company’s and ARCL’s current and future direct andindirect parent companies and subsidiaries. It is understood and agreed that the Company and the Executive consider the restrictions contained in this Section 8 to be reasonable and necessary for the purposes of preserving and protectingthe Confidential Information (as defined below) and other legitimate business interests of the Company. 

**8.2     Restricted Period:** As used in this Agreement, the “**RestrictedPeriod**” means the period commencing on the Start Date and ending on the date twelve months after 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, oras 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 plansto engage or was considering engaging as of the Termination 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 anational securities exchange or on the over-the-counter market; or (ii) is likely to 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 theUnited States where the Company does business as of the Termination Date or where, to the Executive’s knowledge, the Company had plans to engage or was considering engaging as of the Termination 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, anyemployee, 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 orattempting 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 solicitationof, 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

 
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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 the Executive does not directly or indirectly:(i) induce such employee to leave the Company; (ii) contact such employee prior to his departure from the Company regarding employment; or (iii) in the case of hiring such employee, control such entity or have any input in thedecision to hire such employee. 

**8.5 Protection of the Company’s Confidential Information:** As usedin 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 theCompany 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 listemployee 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 theCompany 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 breachof 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 ConfidentialInformation 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 employmentwith the Company, the Executive 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 thesereasons, and except as otherwise directed by the Company, the Executive agrees, during his employment, and at all times after the termination of his employment with the Company, that the Executive will not disclose or disseminate to anyone outsidethe Company, nor use for any purpose other than as required by his 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, theExecutive 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 tothe 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 

 
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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 Agreement or otherwise, theExecutive 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, maintainand 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 propertyregistrations 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 agentsas 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 andfile 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 withthe same legal force and effect as if executed by the Executive. 

**8.7****Equitable Relief:** TheExecutive 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) thatdamages 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, andin 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 byregistered 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:
 
Bobby S. Babbrah
 
3000 South Ironwood Street
 
Gilbert, Arizona 85295

If to the Company:
 
c/o Archipelago Learning, LLC
 
3232 McKinney Avenue, Suite 400
 
Dallas, Texas 75204
 
Attention: Tim McEwen
 
Telephone:         (214) 379-0023
 
Facsimile:          (866) 515-9145

 
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with a copy:
 
Weil, Gotshal & Manges LLP
 
100 Federal Street 34th Floor
 
Boston, Massachusetts 02110
 
Attention: Kevin J. Sullivan, Esq.
 
Telephone:        (617) 772-8348
 
Facsimile:           (4617) 772-8333

If notice is mailed, such notice shall be effective upon mailing, or if notice ispersonally 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 legalrepresentative, 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 thatacquires 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 theExecutive’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 respectthereto, 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 rightsand 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 isin 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 willbe effective 

 
12 

only in the specific instance and for the specific purpose for which given. No provision of this Agreement will be varied, contradicted or explained by any oral agreement, course of dealing orperformance 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 orthe 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 partieshereto 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 thereovershall (and will have the power to) reform such provision to the minimum 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 whichcounterparts, 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 orrestriction 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 Executivehereby 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**

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

 
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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 his employmentwith or termination from the Company, including the offer letter sent by the Company to the Executive on January 1, 2012, but excluding: (i) the Standards of Business Conduct and Conditions of Employment; and (ii) the EmployeeConfidentiality and Assignment Statement. In the event of any conflict between this Agreement, on the one hand, and the terms of Standards of Business Conduct and Conditions of Employment or the Employee Confidentiality and Assignment Statement, onthe other hand, the terms of this Agreement shall govern. 

 

**19.**

**SECTION 409A**

(a) Compliance. The intent of the parties is that payments and benefits under this Agreement are either exempt from or comply with Section 409A and, accordingly, to the maximum extentpermitted, the Agreement shall be interpreted to that end. The Parties acknowledge and agree that the interpretation of Section 409A and its application to the terms of this Agreement is uncertain and may be subject to change as additionalguidance and interpretations become available. In no event whatsoever shall the Company be liable for any tax, interest or penalties that may be imposed on the Executive by Section 409A or any damages for failing to comply withSection 409A. 

(b) Six Month Delay for Specified Employees. If any payment, compensation or otherbenefit provided to the Executive in connection with his employment termination is determined, in whole or in part, to constitute “nonqualified deferred compensation” within the meaning of Section 409A and the Executive is a“specified employee” as defined in Section 409A, no part of such payments shall be paid before the day that is six (6) months plus one (1) day after the Executive’s date of termination or, if earlier, theExecutive’s death (the “**New Payment Date**”). The aggregate of any payments that otherwise would have been paid to the Executive during the period between the date of termination and the New Payment Date shall be paid tothe Executive in a lump sum on such New Payment Date. Thereafter, any payments that remain outstanding as of the day immediately following the New Payment Date shall be paid without delay over the time period originally scheduled. 

(c) Payments for Reimbursements and In-Kind Benefits. All reimbursements for costs and expenses under thisAgreement shall be paid in no event later than the end of the calendar year following the calendar year in which the Executive incurs such expense. With regard to any provision herein that provides for reimbursement of costs and expenses or in-kindbenefits, except as permitted by Section 409A, (i) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, and (ii) the amount of expenses eligible for reimbursements orin-kind benefits provided during any taxable year shall not affect the expenses eligible for reimbursement or in-kind benefits to be provided in any other taxable year. 

THE NEXT PAGE IS THE SIGNATURE PAGE. 

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

 

**EXECUTIVE:**

/s/ Bobby S. Babbrah

Bobby S. Babbrah

 

**ARCHIPELAGO LEARNING, LLC**

/s/ Tim McEwen

Name: Tim McEwen

Title: Chief Executive

[ Signature Page 1 of 1 - Bobby S. Babbrah/ARCL LLC Employment Agreement]