exv10w1



 






EXHIBIT 10.1




AMENDMENT NO. 2 TO EMPLOYMENT AGREEMENT




     THIS AMENDMENT NO. 2 TO EMPLOYMENT AGREEMENT (the “Amendment”) is entered into as of December
2005 by and between [NAME] (the “Executive”), and Collegiate Funding Services, Inc., a corporation
organized and existing under the laws of the State of Delaware (the “Company”).



     WHEREAS, Executive is currently employed as Executive Vice President and [TITLE] of the
Company pursuant to an employment agreement dated [DATE], between Executive and the Company (the
“Employment Agreement”), as first amended on April 26, 2005; and



     WHEREAS, in connection with the transactions contemplated by that certain Agreement and Plan
of Merger among JPMorgan Chase Bank, National Association, Cannon Acquisition Corporation and
Collegiate Funding Services, Inc., dated as of December 14, 2005, the Company wishes amend the
terms of the Employment Agreement as set forth herein; and



     WHEREAS, the Company and Executive agree to enter into such amendment on the terms set forth
herein.



     NOW, THEREFORE, in consideration of the mutual covenants and obligations contained herein, and
intending to be legally bound, the parties, subject to the terms and conditions set forth herein,
agree as follows:



1. Definitions. Capitalized terms not defined herein shall have the meaning set forth in the
Employment Agreement.



2. Amendment. There is added a new sentence to the end of Section 1(b), which shall read as
follows:




	 	 	“Notwithstanding the foregoing or anything set forth in Section 1(c) to the contrary, if a
Change in Control (as defined below) occurs during the Term, the Term shall continue through
the first anniversary of such Change in Control, and shall end on such date.”





3. General.




     (a) The Employment Agreement, as amended on April 26, 2005 and as further amended by this
Amendment (the “Amended Agreement”), constitutes the entire agreement among the parties with
respect to the subject matter contained therein and herein and supersedes all prior and
contemporaneous agreements (whether in draft form or otherwise), discussions, understandings and
negotiations, whether written or oral, with respect to the terms of Executive’s employment by the
Company. Executive hereby agrees and acknowledges that, other than pursuant to the Amended
Agreement, Executive has no other rights or claims to receive any additional severance or
termination payments or benefits from the Company, and that Executive has not relied upon any
discussions or draft documents regarding the possible modification of the Amended Agreement in
making any decision regarding his employment. This Amendment (and



 









 





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the Amended Agreement) may only be amended or modified by a written instrument signed by all
parties hereto.



     (b) This Amendment shall be governed and construed as to its validity, interpretation and
effect by the laws of the State of New York, without reference to its conflicts of laws provisions,
and the arbitration provisions of the Employment Agreement shall apply to any dispute with respect
to this Amendment.



     (c) This Amendment may be executed in any number of counterparts, and each such counterpart
shall be deemed to be an original instrument, but all such counterparts together shall constitute
one and the same instrument.



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IN WITNESS WHEREOF, the parties have caused this Amendment to be executed the day and year first
written above.



COMPANY




 




Collegiate Funding Services, Inc.




 




By:    
                                                                                 




 




Executive




 




      
                                                                                 

[NAME]

Title: Executive Vice President and [TITLE]