exv10w6






Exhibit 10.6




FORM OF EMPLOYMENT AGREEMENT




     This EMPLOYMENT AGREEMENT (the “Agreement”) is entered into as of                     , 20      by and between TAL Education Group, a company incorporated and existing under the laws of the
Cayman Islands (the “Company”) and                     , an individual (the “Executive”).



RECITALS



WHEREAS, the Company desires to employ the Executive and to assure itself of the services of the
Executive during the term of Employment (as defined below) and under the terms and conditions of
the Agreement;



WHEREAS, the Executive desires to be employed by the Company during the term of Employment and
under the terms and conditions of the Agreement;




AGREEMENT



NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements herein
contained, the Company and the Executive agree as follows:





	1.	 	EMPLOYMENT
	 
	 	 	The Company hereby agrees to employ the Executive and the Executive hereby accepts such
employment, on the terms and conditions hereinafter set forth (the “Employment”).






	2.	 	TERM
	 
	 	 	Subject to the terms and conditions of the Agreement, the initial term of the Employment
shall be            years, commencing on                     ,                 (the “Effective
Date”) and ending on                     ,                (the “Initial Term”), unless
terminated earlier pursuant to the terms of the Agreement. Upon expiration of the Initial
Term of the Employment, the Employment shall be automatically extended for successive
periods of            months each (each, an “Extension Period”) unless either party shall
have given 60 days advance written notice to the other party, in the manner set forth in
Section 19 below, prior to the end of the Extension Period in question, that the term of
this Agreement that is in effect at the time such written notice is given is not to be
extended or further extended, as the case may be (the period during which this Agreement is
effective being referred to hereafter as the “Term”).






	3.	 	POSITION AND DUTIES






	 	(a)	 	During the Term, the Executive shall serve as                      of the Company or in
such other position or positions with a level of duties and responsibilities consistent
with the foregoing with the Company and/or its subsidiaries and affiliates as the Board
of Directors of the Company (the “Board”) may specify from time to time and
shall have the duties, responsibilities and obligations customarily assigned to
individuals serving in the position or positions in which the Executive serves
hereunder and as assigned by [the Board], or if authorized by the Board, by the
Company’s Chief Executive Officer.




 









 






	 	(b)	 	The Executive agrees to serve without additional compensation, if elected or
appointed thereto, as a director of the Company or any parent, subsidiaries or
affiliated entity of the Company (collectively, the “Group”) and as a member of
any committees of the board of directors of any such entity, provided that the
Executive is indemnified for serving in any and all such capacities on a basis no less
favorable than is currently provided to any other director of any member of the Group.
	 
	 	(c)	 	The Executive agrees to devote all of his or her working time and efforts to
the performance of his/her duties for the Company and to faithfully and diligently
serve the Company in accordance with the Agreement and the guidelines, policies and
procedures of the Company approved from time to time by the Board.






	4.	 	NO BREACH OF CONTRACT
	 
	 	 	The Executive hereby represents to the Company that: (i) the execution and delivery of the
Agreement by the Executive and the performance by the Executive of the Executive’s duties
hereunder shall not constitute a breach of, or otherwise contravene, the terms of any other
agreement or policy to which the Executive is a party or by which the Executive is otherwise
bound, except that the Executive does not make any representation with respect to agreements
required to be entered into by and between the Executive and any member of the Group
pursuant to the applicable law of the jurisdiction in which the Executive is based, if any;
(ii) that the Executive is not in possession of any information (including, without
limitation, confidential information and trade secrets) the knowledge of which would prevent
the Executive from freely entering into the Agreement and carrying out his/her duties
hereunder; (iii) that the Executive is not bound by any confidentiality, trade secret or
similar agreement with any person or entity other than any member of the Group.






	5.	 	LOCATION
	 
	 	 	The Executive will be based in                     , China or any other location as requested by the
Company during the Term.






	6.	 	COMPENSATION AND BENEFITS






	 	(a)	 	Cash Compensation. As compensation for the performance by the
Executive of his or her obligations hereunder, during the Term, the Company shall pay
the Executive cash compensation (inclusive of the statutory benefit contributions that
the Company is required to set aside for the Executive under applicable law) pursuant
to Schedule A hereto, subject to annual review and adjustment by the Board or
any committee designated by the Board.
	 
	 	(b)	 	Equity Incentives. During the Term, the Executive shall be eligible to
participate, at a level comparable to similarly situated executives of the Company, in
such long-term compensation arrangements as may be authorized from time to time by the
Board, including any share incentive plan the Company may adopt from time to time in
its sole discretion.
	 
	 	(c)	 	Benefits. During the Term, the Executive shall be entitled to
participate in all of the employee benefit plans and arrangements made available by the
Company to its similarly situated executives, including, but not limited to, any
retirement plan, medical insurance




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	 	 	 	plan and travel/holiday policy, subject to and on a basis consistent with the terms,
conditions and overall administration of such plans and arrangements.






	7.	 	TERMINATION OF THE AGREEMENT






	 	 	 	The Employment may be terminated as follows:
	 
	 	(a)	 	Death. The Employment shall terminate upon his/her death.
	 
	 	(b)	 	Disability. The Employment shall terminate if the Executive has a
disability, including any physical or mental impairment which, as reasonably determined
by the Board, renders the Executive unable to perform the essential functions of
his/her position at the Company, even with reasonable accommodation that does not
impose an undue burden on the Company, for more than 180 days in any 12-month period,
unless a longer period is required by applicable law, in which case that longer period
shall apply.
	 
	 	(c)	 	Cause. The Company may terminate the Executive’s employment hereunder
for Cause. The occurrence of any of the following, as reasonably determined by the
Company, shall be a reason for Cause, provided that, if the Company determines that the
circumstances constituting Cause are curable, then such circumstances shall not
constitute Cause unless and until the Executive has been informed by the Company of the
existence of Cause and given an opportunity of [ten] business days to cure, and such
Cause remains uncured at the end of such [ten]-day period:






	 	(1)	 	continued failure by the Executive to
satisfactorily perform his duties;
	 
	 	(2)	 	willful misconduct or gross negligence by the
Executive in the performance of his duties hereunder, including
insubordination;
	 
	 	(3)	 	the Executive’s conviction or entry of a guilty
or nolo contendere plea of any felony or any misdemeanor
involving moral turpitude;
	 
	 	(4)	 	the Executive’s commission of any act involving
dishonesty that results in material financial, reputational or other
harm, monetary or otherwise, to any member of the Group, including but
not limited to an act constituting misappropriation or embezzlement of
the property of any member of the Group as determined in good faith by
the Board; or
	 
	 	(5)	 	any material breach by the Executive of this
Agreement.






	 	(d)	 	Good Reason. The Executive may terminate his employment hereunder for
“Good Reason” upon the occurrence, without the written consent of the Executive, of an
event constituting a material breach of this Agreement by the Company that has not been
fully cured within [ten] business days after written notice thereof has been given by
the Executive to the Company setting forth in sufficient detail the conduct or
activities the Executive believes constitute grounds for Good Reason, including but not
limited to:






	 	(1)	 	the assignment to the Executive of any duties
materially inconsistent with the Executive’s status as a senior officer
of the Company or a




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	 	 	 	substantial adverse alteration in the nature or status of the
Executive’s responsibilities; and






	 	(2)	 	the failure by the Company to pay to the
Executive any portion of the Executive’s current compensation or to pay
to the Executive any portion of an installment of deferred compensation
under any deferred compensation program of the Company, within [seven]
business days of the date such compensation is due.






	 	(e)	 	Without Cause by the Company; Without Good Reason by the Executive.
The Company may terminate the Executive’s employment hereunder at any time without
Cause upon one-month prior written notice to the Executive. The Executive may
terminate the Executive’s employment voluntarily for any reason or no reason at any
time by giving one-month prior written notice to the Company.
	 
	 	(f)	 	Notice of Termination. Any termination of the Executive’s employment
under the Agreement shall be communicated by written notice of termination (“Notice
of Termination”)from the terminating party to the other party. The notice of
termination shall indicate the specific provision(s) of the Agreement relied upon in
effecting the termination.
	 
	 	(g)	 	Date of Termination. The “Date of Termination” shall mean (i)
if the Executive’s employment is terminated by the Executive’s death, the date of his
death, (ii) if the Executive’s employment is terminated by the Executive’s disability,
by the Company for Cause or by the Executive without Good Reason, the date specified in
the Notice of Termination and (iii) if the Executive’s employment is terminated without
cause or by the Executive for Good Reason, the date on which a Notice of Termination is
given or any later date (within thirty (30) days) set forth in such Notice of
Termination.
	 
	 	(h)	 	Compensation upon Termination.






	 	(1)	 	Death. If the Executive’s employment
is terminated by reason of the Executive’s death, the Company shall
have no further obligations to the Executive under this Agreement and
the Executive’s benefits shall be determined under the Company’s
retirement, insurance and other benefit and compensation plans or
programs then in effect in accordance with the terms of such plans and
programs.
	 
	 	(2)	 	By Company without Cause or by the
Executive for Good Reason. If the Executive’s employment is
terminated by the Company other than for Cause or by the Executive for
Good Reason, the Company shall (i) continue to pay and otherwise
provide to the Executive, during any notice period (not to exceed
thirty (30) days), all compensation, base salary and previously earned
but unpaid incentive compensation, if any, and shall continue to allow
the Executive to participate in any benefit plans in accordance with
the terms of such plans during such notice period; and (ii) pay to the
Executive, in lieu of benefits under any severance plan or policy of
the Company, an amount equal to the sum of the Executive’s 12 months’
base salary as in effect as of the Date of Termination.




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	 	(3)	 	By Company for Cause or by the Executive
other than for Good Reason. If the Executive’s employment shall be
terminated by the Company for Cause or by the Executive other than for
Good Reason, the Company shall pay the Executive his base salary at the
rate in effect at the time Notice of Termination is given through the
Date of Termination, and the Company shall have no additional
obligations to the Executive under this Agreement.
	 
	 	(4)	 	Compensation Upon any Termination.
Following any termination of the Executive’s employment, the Company
shall pay the Executive all amounts, if any, to which the Executive is
entitled as of the Date of Termination under any compensation plan or
benefit plan or program of the Company, at the time such payments are
due in accordance with the terms of such plans or programs.






	 	(i)	 	Return of Company Property. The Executive agrees that following the
termination of the Executive’s employment for any reason, or at any time prior to the
Executive’s termination upon the request of the Company, he/she shall return all
property of the Group, which is then in or thereafter comes into his/her possession,
including, but not limited to, any Confidential Information (as defined below) or
Intellectual Property (as defined below), or any other documents, contracts,
agreements, plans, photographs, projections, books, notes, records, electronically
stored data and all copies, excerpts or summaries of the foregoing, as well as any
automobile or other materials or equipment supplied by the Group to the Executive, if
any.
	 
	 	(j)	 	Requirement for a Release. Notwithstanding the foregoing, the
Company’s obligations to pay or provide any benefits shall (1) cease as of the date the
Executive breaches any of the provisions of Sections 8, 9 and 11 hereof, and (2) be
conditioned on the Executive signing the Company’s customary release of claims in favor
of the Group and the expiration of any revocation period provided for in such release.






	8.	 	CONFIDENTIALITY AND NONDISCLOSURE






	 	(a)	 	Confidentiality and Non-Disclosure.






	 	(1)	 	The Executive acknowledges and agrees that: (A)
the Executive holds a position of trust and confidence with the Company
and that his employment by the Company will require that the Executive
have access to and knowledge of valuable and sensitive information,
material, and devices relating to the Company and/or its business,
activities, products, services, customers and vendors, including, but
not limited to, the following, regardless of the form in which the same
is accessed, maintained or stored: the identity of the Company’s actual
and prospective customers and their representatives; prior, current or
future research or development activities of the Company and/or its
customers; the products and services provided or offered by the Company
to customers or potential customers and the manner in which such
services are performed or to be performed; the product and/or service
needs of actual or prospective customers; pricing and cost
information; information concerning the development, engineering, design,





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	 	 	 	specifications, acquisition or disposition of products and/or
services of the Company; unique and/or proprietary computer
equipment, programs, software and source codes, licensing
information, personnel information, vendor information, marketing
plans and techniques, forecasts, and other trade secrets
(“Confidential Information”); and (B) the direct and indirect
disclosure of any such Confidential Information would place the
Company at a competitive disadvantage and would do damage, monetary
or otherwise, to the Company’s business.
	 
	 	(2)	 	During the Term and at all times thereafter,
the Executive shall not, directly or indirectly, whether individually,
as a director, stockholder, owner, partner, employee, consultant,
principal or agent of any business, or in any other capacity, publish
or make known, disclose, furnish, reproduce, make available, or utilize
any of the Confidential Information without the prior express written
approval of the Company, other than in the proper performance of the
duties contemplated herein, unless and until such Confidential
Information is or shall become general public knowledge through no
fault of the Executive.
	 
	 	(3)	 	In the event that the Executive is required by
law to disclose any Confidential Information, the Executive agrees to
give the Company prompt advance written notice thereof and to provide
the Company with reasonable assistance in obtaining an order to protect
the Confidential Information from public disclosure.
	 
	 	(4)	 	The failure to mark any Confidential
Information as confidential shall not affect its status as Confidential
Information under this Agreement.






	 	(c)	 	Third Party Information in the Executive’s Possession. The Executive
agrees that he shall not, during the Term, (i) improperly use or disclose any
proprietary information or trade secrets of any former employer or other person or
entity with which the Executive has an agreement or duty to keep in confidence
information acquired by Executive, if any, or (ii) bring into the premises of Company
any document or confidential or proprietary information belonging to such former
employer, person or entity unless consented to in writing by such former employer,
person or entity. The Executive will indemnify the Company and hold it harmless from
and against all claims, liabilities, damages and expenses, including reasonable
attorneys’ fees and costs of litigation, arising out of or in connection with any
violation of the foregoing.
	 
	 	(d)	 	Third Party Information in the Company’s Possession. The Executive
recognizes that the Company may have received, and in the future may receive, from
third parties their confidential or proprietary information subject to a duty on the
Company’s part to maintain the confidentiality of such information and to use it only
for certain limited purposes. The Executive agrees that the Executive owes the Company
and such third parties, during the Term and thereafter, a duty to hold all such
confidential or proprietary information in strict confidence and not to disclose such
information to any person or firm, or otherwise use such information, in a manner
inconsistent with the limited purposes permitted by the Company’s agreement with such
third party.




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	 	 	This Section 8 shall survive the termination of the Agreement for any reason. In the
event the Executive breaches this Section 8, the Company shall have right to seek remedies
permissible under applicable law.






	9.	 	INTELLECTUAL PROPERTY






	 	(a)	 	Prior Inventions. The Executive has attached hereto, as Schedule
B, a list describing all inventions, ideas, improvements, designs and discoveries,
whether or not patentable and whether or not reduced to practice, original works of
authorship and trade secrets made or conceived by or belonging to the Executive
(whether made solely by the Executive or jointly with others) that (i) were developed
by Executive prior to the Executive’s employment by the Company (collectively,
“Prior Inventions”), (ii) relate to the Company’ actual or proposed business,
products or research and development, and (iii) are not assigned to the Company
hereunder; or, if no such list is attached, the Executive represents that there are no
such Prior Inventions. Except to the extent set forth in Schedule B, the
Executive hereby acknowledges that, if in the course of his/her service for the
Company, the Executive incorporates into a Company product, process or machine a Prior
Invention owned by the Executive or in which he has an interest, the Company is hereby
granted and shall have a nonexclusive, royalty-free, irrevocable, perpetual, worldwide
right and license (which may be freely transferred by the Company to any other person
or entity) to make, have made, modify, use, sell, sublicense and otherwise distribute
such Prior Invention as part of or in connection with such product, process or machine.
	 
	 	(b)	 	Assignment of Intellectual Property. The Executive hereby assigns to
the Company or its designees, without further consideration and free and clear of
any lien or encumbrance, the Executive’s entire right, title and interest (within
the United States and all foreign jurisdictions), to any and all inventions,
discoveries, improvements, developments, works of authorship, concepts, ideas,
plans, specifications, software, formulas, databases, designees, processes and
contributions to Confidential Information created, conceived, developed or reduced
to practice by the Executive (alone or with others) during the Employment Period
which (A) are related to the Company’s current or anticipated business, activities,
products, or services, (B) result from any work performed by Executive for the
Company, or (iii) are created, conceived, developed or reduced to practice with the
use of Company property, including any and all Intellectual Property Rights (as
defined below) therein (“Work Product”). Any Work Product which falls
within the definition of “work made for hire”, as such term is defined in the U.S.
Copyright Act, shall be considered a “work made for hire”, the copyright in which
vests initially and exclusively in the Company. The Executive waives any rights to
be attributed as the author of any Work Product and any “droit morale” (moral
rights) in Work Product. The Executive agrees to immediately disclose to the
Company all Work Product. For purposes of this Agreement, “Intellectual
Property” shall mean any patent, copyright, trademark or service mark, trade
secret, or any other proprietary rights protection legally available.
	 
	 	(c)	 	Patent and Copyright Registration. The Executive agrees to execute and
deliver any instruments or documents, and to do all other things reasonably requested
by the Company in order to more fully vest the Company with all ownership rights in the
Work Product. If any Work Product is deemed by the Company to be patentable or
otherwise registrable, the Executive shall assist the Company (at the Company’s
expense) in obtaining letters of patent or other applicable registration therein and
shall execute all




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	 	 	 	documents and do all things, including testifying (at the Company’s expense)
necessary or appropriate to apply for, prosecute, obtain, or enforce any
Intellectual Property right relating to any Work Product. Should the Company be
unable to secure the Executive’s signature on any document deemed necessary to
accomplish the foregoing, whether due to the Executive’s disability or other reason,
the Executive hereby irrevocably designates and appoints the Company and each of its
duly authorized officers and agents as the Executive’s agent and attorney-in-fact to
act for and on the Executive’s behalf and stead to take any of the actions required
of Executive under the previous sentence, with the same effect as if executed and
delivered by the Executive, such appointment being coupled with an interest.






	 	 	This Section 9 shall survive the termination of the Agreement for any reason. In the
event the Executive breaches this Section 9, the Company shall have right to seek remedies
permissible under applicable law.






	10.	 	CONFLICTING EMPLOYMENT.






	 	 	The Executive hereby agrees that, during the Term, he/she will not engage in any other
employment, occupation, consulting or other business activity related to the business in
which the Company is now involved or becomes involved during the Term, nor will the
Executive engage in any other activities that conflict with his/her obligations to the
Company without the prior written consent of the Company.






	11.	 	NON-COMPETITION AND NON-SOLICITATION






	 	(a)	 	Non-Competition. In consideration of the compensation provided to the
Executive by the Company hereunder, the adequacy of which is hereby acknowledged by the
parties hereto, the Executive agree that during the Term and for a period of two years
following the termination of the Employment for whatever reason, the Executive shall
not engage in Competition (as defined below) with the Group. For purposes of this
Agreement, “Competition” by the Executive shall mean the Executive’s engaging in, or
otherwise directly or indirectly being employed by or acting as a consultant or lender
to, or being a director, officer, employee, principal, agent, stockholder, member,
owner or partner of, or permitting the Executive’s name to be used in connection with
the activities of, any other business or organization which competes, directly or
indirectly, with the Group in the Business; provided, however, it shall
not be a violation of this Section 11(a) for the Executive to become the registered or
beneficial owner of up to five percent (5%) of any class of the capital stock of a
corporation in Competition with the Group that is registered under the U.S. Securities
Exchange Act of 1934, as amended, provided that the Executive does not otherwise
participate in the business of such corporation.
	 
	 	 	 	For purposes of this Agreement, the “Business” means after-school tutoring
services and any other business which the Group engages in, or is preparing to become
engaged in, during the Term.
	 
	 	(b)	 	Non-Solicitation; Non-Interference. During the Employment Period and
for a period of one year following the termination of the Executive’s employment for
any reason, the Executive agrees that he or she will not, directly or indirectly, for
the Executive’s benefit or for the benefit of any other person or entity, do any of the
following:




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	 	(1)	 	solicit from any customer doing business with
the Group during the Term business of the same or of a similar nature
to the Business;
	 
	 	(2)	 	solicit from any known potential customer of
the Group business of the same or of a similar nature to that which has
been the subject of a known written or oral bid, offer or proposal by
the Group, or of substantial preparation with a view to making such a
bid, proposal or offer;
	 
	 	(3)	 	solicit the employment or services of, or hire
or engage, any person who is known to be employed or engaged by the
Group; or
	 
	 	(4)	 	otherwise interfere with the business or
accounts of the Group, including, but not limited to, with respect to
any relationship or agreement between the Group and any vendor or
supplier.






	 	(c)	 	Injunctive Relief; Indemnity of Company. The Executive agrees that any
breach or threatened breach of subsections (a) and (b) of this Section 12 would result
in irreparable injury and damage to the Company for which an award of money to the
Company would not be an adequate remedy. The Executive therefore also agrees that in
the event of said breach or any reasonable threat of breach, the Company shall be
entitled to seek an immediate injunction and restraining order to prevent such breach
and/or threatened breach and/or continued breach by the Executive and/or any and all
persons and/or entities acting for and/or with the Executive. The terms of this
paragraph shall not prevent the Company from pursuing any other available remedies for
any breach or threatened breach hereof, including, but not limited to, remedies
available under this Agreement and the recovery of damages. The Executive and the
Company further agree that the provisions of this Section 11 are reasonable. The
Executive agrees to indemnify and hold harmless the Company from and against all
reasonable expenses (including reasonable fees and disbursements of counsel) which may
be incurred by the Company in connection with, or arising out of, any violation of this
Agreement by the Executive. This Section 11 shall survive the termination of the
Agreement for any reason.






	12.	 	WITHHOLDING TAXES
	 
	 	 	Notwithstanding anything else herein to the contrary, the Company may withhold (or cause
there to be withheld, as the case may be) from any amounts otherwise due or payable under or
pursuant to the Agreement such national, provincial, local or any other income, employment,
or other taxes as may be required to be withheld pursuant to any applicable law or
regulation.






	13.	 	ASSIGNMENT
	 
	 	 	The Agreement is personal in its nature and neither of the parties hereto shall, without the
consent of the other, assign or transfer the Agreement or any rights or obligations
hereunder; provided, however, that the Company may assign or transfer the Agreement or any
rights or obligations hereunder to any member of the Group without such consent. If the
Executive should die while any amounts would still be payable to the Executive hereunder if
the Executive had continued to live, all such amounts unless otherwise provided herein,
shall be paid in accordance with the terms of this Agreement to the Executive’s devisee,
legatee, or other designee or, if there be no such designee, to the Executive’s estate. The
Company will require any and all successors (whether direct or indirect, by purchase,
merger, consolidation or otherwise) to all or substantially all of the business and/or
assets of the Company to expressly assume and agree to perform this




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	 	 	Agreement in the same manner and to the same extent that the Company would be required to
perform it if no such succession had taken place. Failure of the Company to obtain such
assumption and agreement prior to the effectiveness of any such succession shall be a breach
of this Agreement and shall entitle the Executive to compensation from the Company in the
same amount and on the same terms as the Executive would be entitled to hereunder if the
Company had terminated the Executive’s employment other than for Cause, except that for
purposes of implementing the foregoing, the date on which any such succession becomes
effective shall be deemed the Date of Termination. As used in this Agreement, “Company”
shall mean the Company as herein before defined and any successor to its business and/or
assets as aforesaid which executes and delivers the agreement provided for in this Section
13 or which otherwise becomes bound by all the terms and provisions of this Agreement by
operation of law.
	 
	14.	 	SEVERABILITY
	 
	 	 	If any provision of the Agreement or the application thereof is held invalid, the invalidity
shall not affect other provisions or applications of the Agreement which can be given effect
without the invalid provisions or applications and to this end the provisions of the
Agreement are declared to be severable.
	 
	15.	 	ENTIRE AGREEMENT
	 
	 	 	The Agreement constitutes the entire agreement and understanding between the Executive and
the Company regarding the terms of the Employment and supersedes all prior or
contemporaneous oral or written agreements concerning such subject matter. The Executive
acknowledges that he has not entered into the Agreement in reliance upon any representation,
warranty or undertaking which is not set forth in the Agreement.
	 
	16.	 	GOVERNING LAW
	 
	 	 	The Agreement shall be governed by and construed in accordance with the law of the State of
New York, USA, without regard to the conflicts of law principles.
	 
	17.	 	AMENDMENT
	 
	 	 	The Agreement may not be amended, modified or changed (in whole or in part), except by a
formal, definitive written agreement expressly referring to the Agreement, which agreement
is executed by both of the parties hereto.
	 
	18.	 	WAIVER
	 
	 	 	Neither the failure nor any delay on the part of a party to exercise any right, remedy,
power or privilege under the Agreement shall operate as a waiver thereof, nor shall any
single or partial exercise of any right, remedy, power or privilege preclude any other or
further exercise of the same or of any right, remedy, power or privilege, nor shall any
waiver of any right, remedy, power or privilege with respect to any occurrence be construed
as a waiver of such right, remedy, power or privilege with respect to any other occurrence.
No waiver shall be effective unless it is in writing and is signed by the party asserted to
have granted such waiver.




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	19.	 	NOTICES
	 
	 	 	All notices, requests, demands and other communications required or permitted under the
Agreement shall be in writing and shall be deemed to have been duly given and made if (i)
delivered by hand, (ii) otherwise delivered against receipt therefor, (iii) sent by a
recognized courier with next-day or second-day delivery to the last known address of the
other party; or (iv) sent by e-mail with confirmation of receipt.
	 
	20.	 	COUNTERPARTS
	 
	 	 	The Agreement may be executed in any number of counterparts, each of which shall be deemed
an original as against any party whose signature appears thereon, and all of which together
shall constitute one and the same instrument. The Agreement shall become binding when one
or more counterparts hereof, individually or taken together, shall bear the signatures of
all of the parties reflected hereon as the signatories. Photographic copies of such signed
counterparts may be used in lieu of the originals for any purpose.
	 
	21.	 	NO INTERPRETATION AGAINST DRAFTER
	 
	 	 	Each party recognizes that the Agreement is a legally binding contract and acknowledges that
such party has had the opportunity to consult with legal counsel of choice. In any
construction of the terms of the Agreement, the same shall not be construed against either
party on the basis of that party being the drafter of such terms.





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	 	 	IN WITNESS WHEREOF, the Agreement has been executed as of the date first written above.





	 	 	 	 	 
	 	TAL EDUCATION GROUP

 	 
	 
	 	By: 	 	 
	 	Name:  	 	 
	 	Title:  	 	 
	 



	 	 	 	 	 
	 	Executive

 	 
	 	Signature: 	 	 
	 	Name:  	 	 
	 	 	 



 









 






	 	 	 	 	 



Schedule A




Cash Compensation




	 	 	 	 	 
	 	 	Amount	 	Pay Period
	 
	 	 	 	 
	Base Salary
	 	 	 	 
	 
	 	 	 	 
	Cash Bonus
	 	 	 	 






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Schedule B




List of Prior Inventions




	 	 	 	 	 
	 	 	 	 	Identifying Number
	Title	 	Date	 	or Brief Description
	 
	 	 	 	 
	 
	 	 	 	 
	 
	 	 	 	 
	 

	 	 
	 	 





                     No inventions or improvements




                     Additional Sheets Attached




Signature of Executive:                     




Print Name of Executive:                     




Date:                     





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