exv10w3












Exhibit 10.3














Dear Simon



Agreement to variation of employment agreement dated 9 June 2010 between Mr Simon Booley (the
“Executive”) and EducationCity Limited (the “Company”, together with the Executive, the “Parties”)
(the “Employment Agreement”)





	1	 	It has been agreed between the Parties that the Employment Agreement shall be amended, as
follows:






	 	1.1	 	In clause 3.7 (Place of Work) immediately following the words “The Executive’s
principal places of work shall be at Units 8 & 9 Saddlers Court, Oakham, Rutland,”, the
words “(the “Office Address”) or alternatively from 1 March 2011, the Executive’s home
address (the “Home Address”),” shall be inserted.
	 
	 	1.2	 	Clause 4.1 (Hours of Work) shall be deleted and replaced with the following:






	 	“4.1	 	Subject always to clause 4.2 below, with effect from 1 March
2011, the Executive’s normal working hours shall be 8.30 a.m. to 5.00 p.m. for
three days each week, such days to be agreed with the Company, and the
Executive agrees that he will work such additional hours as are necessary for
the proper performance of his duties and acknowledges that he shall not receive
further remuneration in respect of such additional hours.
	 
	 	4.2	 	The Executive agrees that he will be reasonably available to
assist the Company with urgent issue discussions or emergencies at any time.”






	 	1.3	 	Clause 4.2 shall be renumbered clause 4.3.
	 
	 	1.4	 	Clause 6.4 (Stock Options) shall be deleted.
	 
	 	1.5	 	Clause 6.5 shall be renumbered clause 6.4.
	 
	 	1.6	 	Clause 10 (Holidays) shall be amended as follows:
	 
	 	1.6.1	 	Clause 10.1 shall be deleted and replaced as follows:




 









 












	 	“10.1	 	The Executive will be entitled (in addition to the usual
public and bank holidays in England and Wales, or days in lieu where the
Company requires the Executive to work on a public holiday) to:






	 	10.1.1	 	15 days’ holiday on full pay during the period from 1 January
2011 to 30 June 2011, to be taken at reasonable times subject to
the CEO’s reasonable discretion; and
	 
	 	10.1.2	 	18 days’ holiday on full pay in each holiday year thereafter to
be taken at reasonable times subject to the CEO’s reasonable
discretion. The Executive’s holiday entitlement for the 2011
holiday year will be pro-rated at 9 days’ holiday from 1 July 2011
to be taken by 31 December 2011.
	 
	 	The Company’s holiday year being from 1 January to 31 December.”






	 	1.6.2	 	In clause 10.2 the words “1/260 of the fixed annual
salary” shall be replaced by:






	 	“10.2.1 	 	1/260 of the fixed annual salary during the period
from 1 March 2011 to 30 June 2011; and
	 
	 	10.2.1	 	1/156 of the fixed annual salary during the period
from 1 July 2011 to 31 December 2011,






	 	1.6.3	 	In clause 10.3 the words “During any notice period pursuant to clause 3.4, the
CEO may require the Executive to take any outstanding holiday entitlement.” Shall be
deleted.
	 
	 	1.6.4	 	In clause 10.3.3 the words “1/260 of the fixed annual
salary” shall be replaced by:






	 	“(a) 	 	1/260 of the fixed annual salary
during the period from 1 March 2011 to 30 June 2011; and
	 
	 	(b)	 	1/156 of the fixed annual salary
during the period from 1 July 2011 to 31 December 2011.”






	 	1.6.5	 	In clause 11.3 (relating to sick leave), the words “in relation to contractual
days worked only” shall be inserted after the words “first six months of his absence”.






	2	 	The Parties agree that the Executive will transfer all duties relating to payroll, supplier
and payment to [the Finance Director].




All other terms of the Employment Agreement shall remain unaffected and shall continue in full
force and effect.



Capitalised terms defined in the Employment Agreement have, unless expressly defined in this Deed,
the same meaning in this Deed.





2









 







This Deed may be executed in any number of counterparts, each of which, when executed and
delivered, shall be an original, and all the counterparts together shall constitute one and the
same instrument.



This Deed and any dispute or claim arising out of or in connection with it or its subject matter or
formation shall be governed by and construed in accordance with the law of England and Wales.










3









 








	 	 	 	 	 

	Signed on March 4, 2011
	 






	 	 	 	 	 

	EXECUTED as a DEED and

	 	 	)	 
	delivered by a duly

	 	 	)	 
	authorised signatory of

	 	 	)	 
	EDUCATIONCITY LIMITED

	 	 	)	    /s/ Mark Dubrow
	in the presence of:

	 	 	)	 
	 
	 	 	 	 
	Witness name:
	/s/ Stacy Tanner	 
	 
	 	 	 	 
	Address:
	3232 McKinney Avenue, Suite 400, Dallas, TX 75204

	 
	 	 	 	 
	Occupation:
	SEC Reporting Manager, Archipelago Learning, Inc.
	 
	 	 	 	 
	EXECUTED as a DEED and

	 	 	)	 
	delivered by

	 	 	)	 
	SIMON BOOLEY

	 	 	)	    /s/ Simon Booley
	in the presence of:

	 	 	)	 
	 
	 	 	 	 
	 
	 	 	 	 
	Witness name:
	/s/ Thomas Morgan	 
	 
	 	 	 	 
	Address:
	371 Royal Drive, London, N113AX
	 
	 	 	 	 
	Occupation:
	Technical Manager	 






[SIGNATURE PAGE — DEED OF VARIATION TO SERVICE AGREEMENT — SIMON BOOLEY]