EXHIBIT
10.15
 EMPLOYMENT
AGREEMENT
 
 THIS
AGREEMENT, is entered into as of February 2, 1998, between SkillSoft
Corporation, a Delaware corporation (the "Company"), and Thomas McDonald
("Employee").
 
 RECITALS
 
 Company
desires to obtain the services of Employee, on its own behalf and on behalf of
all existing and future Affiliated Companies (defined to mean any corporation or
other business entity or entities that directly or indirectly controls, is
controlled by, or is under common control with the Company), and Employee
desires to secure employment from the Company upon the following terms and
conditions.
 
 AGREEMENT
 
 ACCORDINGLY,
THE PARTIES AGREE AS FOLLOWS:
 
 1.
Position, Period of Employment.
 
 (a)
Period of Employment. The Company hereby employs Employee to render services to
the Company in the position and with the duties and responsibilities described
in Section 1(b) for the period (the "Period of Employment") commencing on the
date of this Agreement and ending upon the date this Agreement is terminated in
accordance with Section 3 below. Except as provided in Section 3 below, the
Company shall pay Employee the compensation to which he is entitled under
Section 2(a) through the end of the Period of Employment, and thereafter
Company's obligations hereunder to pay or otherwise provide compensation and
benefits to Employee shall end.
 
 (b)
Position. Employee hereby accepts employment with the Company as Chief Financial
Officer, Vice President - Finance. Employee shall devote his best efforts and
his full time and attention to the performance of the services customarily
incident to such office and to such other services as may be reasonably
requested by the Board of Directors of the Company (the "Board"). During the
Period of Employment, Employee will not accept any other employment of any
nature, excluding personal business carried on outside regular business hours
that does not materially interfere with the services required by this Agreement.
The Company shall retain full direction and control of the means and methods by
which Employee performs the above services and, subject to the terms of this
Section 1(b), of the place(s) at which such services are to be rendered. During
the term of this agreement, employee's principal location shall be in New
Hampshire.
 
 
  (c)
Non-Compete/Conflict of Interest. Employee, during the Period of Employment (as
defined below), will not engage, directly or indirectly as an employee,
director, consultant, shareholder, partner or independent contractor or in any
other capacity, in any other business activity (whether or not pursued for
pecuniary advantage) that is competitive with, or that might place him in a
competing position to that of the Company or any other corporation or entity
that directly or indirectly is controlled by the Company (an "Affiliated
Company"); provided, however, that Employee may make passive personal
investments (not exceeding ownership of more than one (1) percent of the equity
interest in any company) in publicly-held companies that may compete with the
Company or any Affiliated Company.
 
 2.
Compensation, Benefits, Expense.
 
 (a)
Compensation. In consideration of the services to be rendered hereunder,
including, without limitation, services to any Affiliated Company, Employee
shall be paid an amount equal to $5,625 (five thousand six hundred twenty-five
dollars) twice per month, payable at the times and pursuant to the procedures
regularly established, and as they may be amended, by the Company during the
course of this Agreement. This rate shall be reviewed annually, in accordance
with the Company's salary review practices, and increased, in the Company's sole
discretion, to reflect increases in the cost of living and such other increases
as are awarded in accordance with the Company's regular salary review
practices.
 
 (b)
Restricted Stock. The Company shall sell Employee and Employee shall purchase
from Company 300,000 shares of the Company's Common Stock upon the terms and
conditions set forth in that certain Restrictive Stock Purchase Agreement in the
form attached hereto as Exhibit A, which the Company shall execute and deliver
to Employee concurrently with the signing by both parties of this
Agreement.
 
 (c)
Bonus. Employee shall be eligible to participate in such bonus plans as the
Company may from time to time adopt for the benefit of similarly situated
employees of the Company. Employee's right to receive any such bonus shall be
subject to the terms of any Company bonus plan for which he may become a
participant and the terms determined by the Board or a Committee thereof
designating him as a participant or granting him an award
thereunder.
 
 (d)
Vacation. Employee shall be entitled to vacation in accordance with the
Company's vacation policies for similarly situated employees, as such policies
may be amended from time to time.
  
  (e)
Benefits. As he becomes eligible therefor, the Company shall provide Employee
with the right to participate in and to receive benefits from all present and
future life, accident, disability, medical, pension, and savings plans and all
similar benefits made available generally to executives similarly situated
employees of the Company. The amount and extent of benefits to which Employee is
entitled shall be governed by the specific benefit plan, as it may be amended
from time to time.
 
 (f)
Expense. The Company shall reimburse Employee for reasonable travel and other
business expenses incurred by Employee in the performance of his duties
hereunder in accordance with the Company's general policies, as they may be
amended from time to time during the course of this Agreement.
 
 3.
Termination of Employment.
 
 (a)
By Death. The Period of Employment shall terminate automatically upon the death
of the Employee. The Company shall pay to the Employee's beneficiaries or
estate, as appropriate, the compensation to which he is entitled pursuant to
Section 2(a) through the end of the month in which death occurs. Thereafter, the
Company's obligations hereunder shall terminate. Nothing in this Section shall
affect any entitlement of the Employee's heirs to the benefits of any life
insurance plan.
 
 (b)
By Disability. If, in the sole opinion of the Company's Board of Directors (the
"Board"), the Employee shall be prevented from properly performing his duties
hereunder by reason of any physical or mental incapacity for a period of more
than one hundred and twenty (120) consecutive days in any twelve-month period,
then, to the extent permitted by law, the Period of Employment shall terminate
on and the compensation to which Employee is entitled pursuant to Section 2(a)
shall be paid up through the last day of the month in which the one hundred and
twentieth day of incapacity occurs, and thereafter the Company's obligations
hereunder shall terminate. Nothing in this Section shall affect Employee's
rights under any disability plan in which he is a participant.
 
 (c)
By Company For Cause. The Company may terminate, without liability, the Period
of Employment for Cause (as defined below) at any time with no advance notice to
Employee. The Company shall pay Employee the compensation to which he is
entitled pursuant to Section 2(a) prorated through the date of termination.
Termination shall be for Cause if: (i) because of any intentional act or failure
to act by Employee which, in the reasonable opinion of the Board, is in bad
faith and to the detriment of the Company or any Affiliated Company; (ii) in the
reasonable opinion of the Board, Employee refuses or fails to act in accordance
with any direction or order of the Board; (iii) in the reasonable opinion of the
Board, Employee shall fail in any material respect and on a continuing basis to
perform his
  
  duties
pursuant to Section 1 hereof (other than as a result of disability as provided
for in Section 3(b)) and shall not have cured such failure following thirty (30)
days notice from a majority of the members of the Board; (iv) Employee is
convicted of a crime relating to his employment by the Company or that has a
material adverse effect on the Company or, in the reasonable opinion of the
Board, Employee's ability to perform services hereunder; or (v) because
Employee, in the reasonable opinion of the Board, breaches any material term of
this Agreement, provided the breach continues for a period of five (5) days
after Employee receives written notice of that breach from the Board. Employee
hereby agrees that the Company may terminate his employment with the Company
under this Section 3(c) without regard (1) to any general or specific policies
(whether written or oral) of the Company relating to the employment or
termination of its employees, or (2) to any statements made to Employee, whether
made orally or contained in any document (other than this Agreement), pertaining
to Employee's relationship with the Company.
 
 (d)
By Employee For Good Reason. Employee may terminate, without liability, the
Period of Employment for Good Reason (as defined below) upon twenty (20) days'
advance written notice to the Company. The Company shall pay Employee the
compensation to which he is entitled pursuant to Section 2(a) through the end of
the notice period plus the Severance Benefits (as defined in Section 3(f) below)
and thereafter all obligations of the Company hereunder shall terminate. Good
Reason shall exist if (i) there is an assignment to the Employee of any duties
materially inconsistent with or which constitute a material change in the
Employee's position, duties, responsibilities, or status with the Company, or a
material change in the Employee's reporting responsibilities, title, or offices;
or removal of the Employee from any of such positions, except in connection with
the termination of the Period of Employment for Cause, or due to disability,
early or normal retirement as defined by the Company's pension plan, death, or
termination of the Period of Employment by the Employee other than for Good
Reason (provided that removal and/or failure to re-elect Employee to the Board
in accordance with Section 1(c) shall not be deemed Good Reason for purposes of
this Section 3 (d)); (ii) there is a reduction by the Company in the Employee's
annual salary then in effect other than a reduction similar in percentage to a
reduction generally applicable to similarly situated employees of the Company;
or (iii) the Company acts in any way that would adversely affect the Employee's
participation in or materially reduce the Employee's benefit under any benefit
plan of the Company in which the Employee is participating or deprive the
Employee of any material fringe benefit enjoyed by the Employee except those
changes generally affecting similarly situated employees of the
Company.
 
 (e)
At Will. At any time, either the Company or the Employee may terminate, without
liability, the Period of Employment for any reason, with or without cause, on
written notice to the other party. In the event Employee elects to terminate the
Period of Employment pursuant to this Section 3(e), Employee shall
  
  give the
Company not less than two (2) months' notice of such termination. If the
Employee terminates his employment pursuant to this Section 3(e), the Company
shall have the option, in its sole discretion, to terminate Employee immediately
without the running of the notice period. If the Employee terminates his
employment pursuant to this Section 3(e), the Company shall pay Employee the
compensation to which he is entitled pursuant to Section 2(a) through the end of
the notice period or through the day upon which any early termination is elected
by the Company pursuant to the foregoing sentence, and thereafter all
obligations of the Company shall terminate. In the event the Company elects to
terminate the Period of Employment pursuant to this Section 3(e), the Company
shall give Employee not less than three months notice of such termination.
Employee hereby agrees that the Company may dismiss him under this Section 3(e)
without regard (i) to any general or specific policies (whether written or oral)
of the Company relating to the employment or termination of its employees, or
(ii) to any statements made to Employee, whether made orally or contained in any
document, pertaining to Employee's relationship with the Company.
 
 (f)
Severance Benefits.
 
 (1)
Employee shall only be entitled to Severance Benefits hereunder in the event
that the Period of Employment shall be terminated (i) by Employee in accordance
with Section 3(d) and subject to the terms of said Section 3(d) or (ii) by the
Company in accordance with Section 3(e) and subject to the terms of said Section
3(e). Upon full payment of and upon providing of such Severance Benefits,
Employee shall be deemed to have released the Company and each of its officers,
directors and agents from any and all claims, liabilities or causes of action in
favor of the Employee arising in connection with his prior employment by the
Company.
 
 (2)
For purposes of this Agreement, "Severance Benefits" shall mean a continuation
by the Company for a period of six (6) months of: (i) Employee's salary payable
in accordance with the Company's payroll procedures pursuant to Section 2(a)
following termination; (ii) those benefits to which Employee is entitled
pursuant to Section 2(f) hereof, including but not limited to medical benefits
substantially similar to those provided Employee prior to termination of
employment; and (iii) the vesting and right to exercise any stock options held
by Employee at the time of termination. As a condition precedent to the
continued vesting and exercisability of Employee's stock options during said six
(6) month period, Employee agrees to perform, on request from the Company, up to
ten (10) hours of consulting service per month during said six (6) month period.
Subject to Employee fulfilling his consulting obligations to the Company as
provided in this Section 3(f)(2) during the Severance Period (as defined-below),
Employee shall be deemed to continue as employee of the Company during the
Severance Period for the purpose of such stock options, and such stock options
shall thereafter terminate in
   
  accordance
with their terms following expiration of the Severance Period. No additional
compensation shall be payable by the Company for such consulting services beyond
the Severance Benefits. The period in which Employee shall be entitled to
Severance Benefits shall hereinafter be referred to as the "Severance Period."
Notwithstanding any other provision herein, if Employee accepts employment at
any entity or engages in any business activity that is or may be competitive
with the Company (or any affiliate thereof) prior to the end of such six (6)
month period, Employee shall then immediately inform the Company of such
employment and immediately cease to be eligible for any continuing Severance
Benefits, including any continued salary payments, medical benefits and option
or share vesting.
 
 (g)
Termination Obligations.
 
 (1)
Employee hereby acknowledges and agrees that all personal property, including,
without limitation, all books, manuals, records, reports, notes, contracts,
lists, blueprints, and other documents, or materials, or copies thereof, and
equipment furnished to or prepared by Employee in the course of or incident to
his employment, belong to the Company and shall be promptly returned to the
Company upon termination of the Period of Employment. Following termination, the
Employee will not retain any written or other tangible material containing any
proprietary information of the Company.
 
 (2)
Upon termination of the Period of Employment, the Employee shall be deemed to
have resigned from all offices and directorships then held with the Company or
any Affiliated Company.
 
 4.
Proprietary Information Agreement. As a condition to his employment with the
Company, Employee shall execute and deliver a copy of the Company's standard
form Employee Proprietary Information and Inventions Agreement. Any breach by
Employee of such agreement shall be deemed a breach of this Agreement for
purposes of Section 3(c) hereof. Employee's obligations under such Employee
Proprietary Information and Inventions Agreement shall survive any termination
of the Period of Employment.
 
 5.
Assignment; Successors and Assigns. Employee agrees that he will not assign,
sell, transfer, delegate or otherwise dispose of, whether voluntarily or
involuntarily, or by operation of law, any rights or obligations under this
Agreement, nor shall Employee's rights be subject to encumbrance or the claims
of creditors. Any purported assignment, transfer, or delegation shall be null
and void. Nothing in this Agreement shall prevent the consolidation of the
Company with, or its merger into, any other corporation, or the sale by the
Company of all or substantially all of its properties or assets, or the
assignment by the Company of this Agreement and the performance of its
obligations hereunder to any successor in interest or any Affiliated
  
  Company.
Subject to the foregoing, this Agreement shall be binding upon and shall inure
to the benefit of the parties and their respective heirs, legal representatives,
successors, and permitted assigns, and shall not benefit any person or entity
other than those enumerated above.
 
 6.
Notices. All notices or other communications required or permitted hereunder
shall be made in writing and shall be deemed to have been duly given if
delivered by hand or mailed, postage prepaid, by certified or registered mail,
return receipt requested, and addressed to the Company at: 9 Chickadee Court,
Bedford, New Hampshire 03110 or to the Employee at: 218 W. Hickory,
Hinsdale, IL 60521.
 
 Notice
of change of address shall be effective only when done in
accordance
 with this
Section.
 
 7.
Entire Agreement. The terms of this Agreement are intended by the parties to be
the final expression of their agreement with respect to the employment of
Employee by the Company and may not be contradicted by evidence of any prior or
contemporaneous agreement. The parties further intend that this Agreement shall
constitute the complete and exclusive statement of its terms and that no
extrinsic evidence whatsoever may be introduced in any judicial, administrative,
or other legal proceeding involving this Agreement.
 
 8.
Amendments; Waivers. This Agreement may not be modified, amended, or terminated
except by an instrument in writing, signed by the Employee and by a duly
authorized representative of the Company other than Employee. By an instrument
in writing similarly executed, either party may waive compliance by the other
party with any provision of this Agreement that such other party was or is
obligated to comply with or perform, provided, however, that such waiver shall
not operate as a waiver of, or estoppel with respect to, any other or subsequent
failure. No failure to exercise and no delay in exercising any right, remedy, or
power hereunder shall operate as a waiver thereof, nor shall any single or
partial exercise of any right, remedy, or power hereunder preclude any other or
further exercise thereof or the exercise of any other right, remedy, or power
provided herein or by law or in equity.
 
 9.
Severability; Enforcement. If any provision of this Agreement, or the
application thereof to any person, place, or circumstance, shall be held by a
court of competent jurisdiction to be invalid, unenforceable, or void, the
remainder of this Agreement and such provisions as applied to other persons,
places, and circumstances shall remain in full force and effect. It is the
intention of the parties that the covenants contained in Section 1(d) shall be
enforced to the greatest extent (but to no greater extent) in times area, and
degree of participation as is permitted by the law of that jurisdiction whose
law is found to be applicable to any acts allegedly in breach of these
covenants. It being the purpose of this Agreement to govern
   
  competition
by Employee anywhere throughout the world, these covenants shall be governed by
and construed according to that law (from among those jurisdictions arguably
applicable to this Agreement and those in which a breach of this Agreement is
alleged to have occurred or to be threatened) which best gives them
effect.
 
 10.
Governing Law. Subject to Section 9 hereof, the validity, interpretation,
enforceability, and performance of this Agreement shall be governed by and
construed in accordance with the law of the State of New Hampshire.
 
 11.
Employee Acknowledgment. Employee acknowledges (i) that he has consulted with or
has had the opportunity to consult with independent counsel of his own choice
concerning this Agreement and has been advised to do so by the Company, and (ii)
that he has read and understands the Agreement, is fully aware of its legal
effect, and has entered into it freely based on his own judgment.
 
 12.
Exclusive. Both parties agree that this Agreement shall provide the exclusive
remedies for any breach by the Company of its terms.
 
 The
parties have duly executed this Agreement as of the date first written
above.
 
 COMPANY:                       EMPLOYEE:
 
 SkillSoft
Corporation
 
 By:   /s/
Charles E.
Moran             /s/
Thomas McDonald
 ------------------------------------     ----------------------------
 Title:
President & Chief Executive Officer
 ------------------------------------
   
  December
23, 2008
  Thomas
McDonald
  SkillSoft
Corporation
  107
Northeastern Boulevard
  Nashua,
NH  03062
  Dear
Tom:
 
 To ensure
compliance with Section 409A of the Internal Revenue Code of 1986, as amended,
SkillSoft Public Limited Company, incorporated in the Republic of Ireland (the
“Company”), and you hereby agree to amend the employment agreement dated as of
February 2, 1998 by and between SkillSoft Corporation and you (the “Employment
Agreement”) as follows:
 
 1.
                    Section
      2(c) is amended by inserting at the end the
  following:
  “The
Company will pay any bonus due to the Employee between January 1 and June 30 of
the year following the year in which the services were rendered, unless the
bonus program specifically provides for a different payment schedule that
complies with Section 409A.”
 
 2.
                    Section
      2(f) is amended by inserting at the end the
  following:
  “To
receive reimbursement or have expenses paid, the Employee must submit all
required substantiation no later than the 30th day following the later of the
date the Employee incurred the expense or the date such documentation related to
the expense was first available to the Employee.  The Company will
reimburse the Employee for expenses that fit its policy no later than the end of
the month following the month in which it receives such
substantiation.”
  3.
                    Section
      3(f)(2) is amended by inserting at the end the
  following:
  “Payment
of any Severance Benefits shall be made as provided in Section
13.  Employee’s continuation in any benefit plan is subject to that
plan’s terms.”
  4.
                    Section
      13 is added to read as follows:
  “Tax
Considerations.  Any payments due under this Agreement shall be
reduced by any amounts that the Company is required to withhold under applicable
law.  The Employee acknowledges that this Agreement is intended to
comply, to the extent applicable, with the provisions of Section 409A of the
Internal Revenue Code of 1986, as amended (“Section 409A”) and shall, to the
extent practicable, be construed in accordance with such
section.  Terms defined in this Agreement have the meanings given such
terms under Section 409A if and to the extent required to comply with Section
409A.  If and to the extent any portion of any payment, compensation
or other benefit provided to the Employee in connection with the Employee’s
separation from service (as defined in Section 409A) is determined to
constitute “nonqualified deferred compensation” within the meaning of Section
409A and the Employee is a “specified employee” as defined in Section
409A(a)(2)(B)(i), as determined by the Company in accordance with its procedures
and Treasury Regulation 1.409A-1(i)(6)(i), by which determination the Employee
hereby agrees to be bound, such portion of the payment, compensation or other
benefit shall not be paid before the earlier of (i) the day that is six months
plus one day after the date of separation from service or (ii) ten (10) days
after the Employee’s date of death (either, the “New Payment
Date”).
   
  The
aggregate of any payments that would otherwise have been paid to the Employee
during the period between the date of separation from service and the New
Payment Date shall be paid to the Employee in a lump sum on such New Payment
Date, and any remaining payments will be paid on their original
schedule.  For purposes of this Agreement, each amount to be paid or
benefit to be provided will be construed as a separate identified payment for
purposes of Section 409A, and any payments that are due within the “short term
deferral period” as defined in Section 409A will not be treated as deferred
compensation unless applicable law requires otherwise.  Neither the
Company nor the Employee has the right to accelerate or defer the delivery of
any such payments or benefits except to the extent Section 409A specifically
permits or requires such acceleration or deferral.  Notwithstanding
the foregoing, to the extent that this Agreement or any payment or benefit
hereunder is determined not to comply with Section 409A, then neither the
Company, its Board, nor any of its designees, agents, or employees will be
liable to the Employee or any other person for any actions, decisions, or
determinations made under the Agreement or for any resulting adverse tax
consequences.”
  Except as
modified by this letter or by other intervening amendments, all other terms and
conditions of the Agreement shall remain in full force and
effect.  This letter may be executed in counterparts, each of which
shall be deemed to be an original, and all of which shall constitute one and the
same document.
  SKILLSOFT PUBLIC LIMITED
      COMPANYBy:
                    /s/ Charles
      E. MoranCharles
      E. MoranPresident
      and Chief Executive Officer and Director(Principal
      Executive Officer)
 SKILLSOFT CORPORATION (FORMERLY
      SMARTFORCE)By:
                      /s/ Charles
      E. MoranCharles
      E. MoranPresident
      and Chief Executive Officer and Director(Principal
      Executive Officer)
  
 Acknowledged
      and agreed:By:
                      /s/ Thomas
      J. McDonaldThomas
      J. McDonaldDate
                      December
      23, 2008