Amendment to Letter Agreement



 Exhibit 10.1 
 



 
 November 2, 2011 
 Mr. John M. Connolly 
 c/o Bain Capital Ventures 

John Hancock Tower 
 200 Clarendon Street

 Boston, MA 02116 
 Dear John,

 Reference is hereby made to the Offer Letter dated March 8, 2011, as amended effective July 12, 2011, between you
and The Princeton Review, Inc. (the “Company”). The purpose of this letter (the “Amendment”) is to amend the Offer Letter to extend its term. Unless otherwise defined herein, capitalized terms used in this Amendment shall be as
defined in the Offer Letter. 
 1. Term of Employment. The term of your employment is hereby extended for five months (the
“Employment Extension Period”), from November 8, 2011 (the eight-month anniversary of the Commencement Date) to April 7, 2012. 
 2. Cash and Equity Compensation. In consideration of your service during the Employment Extension Period, the Company shall compensate you as follows: 

 

	 	a.	Cash Compensation. For the period November 8, 2011 to December 7, 2011, the Company will pay you cash compensation in the amount of $100,000.00. For
each month during the period beginning on December 8, 2011 and ending on April 7, 2012, the Company will pay you cash compensation in the amount of $50,000.00 per month. The foregoing cash payments shall be net of any tax or other amounts
required to be withheld by the Company under applicable law: 

  

	 	b.	RSU Awards. The Company shall grant you the following Restricted Stock Units (“RSU”) awards under the Plan (the “Extension RSU Awards”):


  

					
	 Grant Date
	  	Number of RSUs	 
	 November 8, 2011
	  	 	240,385	  
	 December 8, 2011
	  	 	120,193	  
	 January 8, 2012
	  	 	120,193	  
	 February 8, 2012
	  	 	120,192	  
	 March 8, 2012
	  	 	120,192	  








 Each Extension RSU Award shall be granted pursuant to a separate award agreement under the
Plan to be executed effective as of the award grant date, shall vest in full on the one-month anniversary of the grant date, and shall be settled and paid to you in shares of the Company’s common stock no later than 30 days following the grant
date. Notwithstanding the foregoing, if the Company does not have sufficient shares available for issuance under the Plan to cover the full number of shares to be issued under an applicable Extension RSU Award, then the Company shall have the
option, in lieu of issuing shares, to pay to you a cash amount of $.2080 per share for each share of the applicable Extension RSU Award that exceeds the number of shares available under the Plan. Further, if the Company terminates your employment
for Cause, you shall forfeit your right to receive any unvested and/or unpaid portion of an Extension RSU Award. 
 4. No Other
Amendments. Except to the extent specifically amended hereby, the Offer Letter is unmodified and remains in full force and effect. All provisions of Section 6 (Miscellaneous) of the Offer Letter are applicable to this Amendment with the
same force and effect as if fully set forth herein. 
 Please indicate your acceptance of this Amendment by signing and dating
the enclosed copy of this Amendment and returning it to the Company no later than November 8, 2011. 
  

					
	Very truly yours,
	
	THE PRINCETON REVIEW, INC.
		
	By:	 	  

		 	Name:	 	Christian G. Kasper
		 	Title:	 	EVP & CFO


  

	
	Accepted and Agreed:
	
	  

	John M. Connolly
	
	Date:             , 2011