exv10w12






Exhibit 10.12




First Amendment to Employment Agreement




     THIS FIRST AMENDMENT TO EMPLOYMENT AGREEMENT (this “Amendment”) is entered into as of March
16, 2007, by and between Study Island LLC (the “Company”) and Timothy McEwen (the “Executive”).
The Company and the Executive are collectively referred to herein as the “Parties” and
individually as a “Party.”



     WHEREAS, the Parties have entered into that certain Employment Agreement dated January 28,
2007 (the “Employment Agreement”), whereby the Company engaged the services of the Executive, and
the Executive confirmed his desire to be employed by the Company; and



     WHEREAS, the Parties desire to amend the Employment Agreement.



     NOW, THEREFORE, in consideration of the premises and mutual promises herein made, the Parties
agree as follows:



     1. Unless otherwise defined in this Amendment, all capitalized terms used herein shall have
the meanings ascribed to such terms in the Employment Agreement.



     2. Section 7.4 of the Employment Agreement shall be deleted in its entirety and shall be
replaced with the following:


“Payment Schedule: All payments of base salary under this Section 7 (including wages for
services performed prior to the Termination Date) shall be paid in accordance with the Company’s
normal payroll practices and any bonus amounts due under this Section 7 shall be paid
promptly following the Company’s receipt of its audited financial statements for the year during
which the Termination Date occurs, or in no event later than June 30 of the calendar year
following the year in which the bonus was earned.”




     3. All references in the Employment Agreement to “this Employment Agreement” and any other
references of similar import shall hereafter refer to the Employment Agreement as amended by this
Amendment.



     4. This Amendment may be executed in any number of counterparts (including facsimile
counterparts), each of which counterparts, when so executed and delivered, shall be deemed to be an
original and all of which counterparts, taken together, will constitute one and the same
instrument.



     5. Except as set forth in this First Amendment, the terms and provisions of the Employment
Agreement (a) are hereby ratified and confirmed, and (b) shall be and remain in full force and
effect.



[The next page is the signature page.]




 









 





     IN WITNESS WHEREOF, the Parties have executed this First Amendment to the Employment Agreement
as of the date first above written.



	 	 	 	 	 	 	 
	 	 	EXECUTIVE:	 	 
	 
	 	 	 	 	 	 
	 	 	/s/ Timothy McEwen	 	 
	 	 	 	 	 
	 	 	Timothy McEwen	 	 
	 
	 	 	 	 	 	 
	 	 	STUDY ISLAND, LLC	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ David Phillips	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	David Phillips	 	 
	 

	 	Title:
	 	Vice President	 	 






 









 








COMPENSATION DEFERRAL AGREEMENT



THIS AGREEMENT by and between Timothy McEwen (“Participant”) and Study Island LLC, a Delaware
limited liability company (“Company”) sets forth the terms and conditions pursuant to which the
base compensation amounts otherwise payable to Participant during 2007 will be deferred and
subsequently paid to Participant.





	I.	 	Election to Defer Compensation






	 	A.	 	Base Compensation.
	 
	 	 	 	Participant hereby elects to defer the receipt of:



100% percent
	 
	 		 	of the regular periodic base compensation for services rendered to the Company or
any affiliate that Participant would otherwise receive, after taking into account
(1) any portion of such base compensation Participant defers under the Company’s
401(k) plan, (2) any portion of such base compensation the Participant contributes
to medical coverage and (3) payment of all applicable taxes that would be owed if
the payment had not been deferred, during the period beginning
March 12, 2007  and
ending December 31, 2007.
	 
	 	B.	 	Revocation of Election.
	 
	 	 	 	The elections made pursuant to Sections I.A. and B. above are irrevocable.






	II.	 	Maintenance of Deferred Compensation Account.
	 
	 	 	The Company will maintain an account (“Account”) to reflect the amount of base compensation
that has been deferred by Participant. No assets will be set aside with respect to
Participant; rather, the Account will represent an unfunded and unsecured promised to pay
the amounts credited to the Account to Participant in accordance with the terms of this
agreement. Nothing in this agreement may be deemed to create an escrow, trust, custodial
account or fiduciary relationship of any kind, nor may it be construed to eliminate any
priority or preferred position of Participant in a bankruptcy matter with respect to claims
for wages.




 









 






	 
	III.	 	Credits to Participant’s Account.
	 
	 	 	The amounts of base compensation deferred under this agreement will be
credited to Participant’ s Account on the date the amounts otherwise would
have been payable to him.
	 
	IV.	 	Payment of Deferred Compensation






	 	A.	 	The Participant’s Account shall be paid to him as follows (choose one and
complete the applicable blanks):






                         100% in a single lump sum payment.




                         ___%
in periodic annual payments over ___ 5 ___ 10 ___ 15 years


                (check one).





	 	B.	 	The date of the single lump sum payment and/or
commencement of the periodic payments (the “Starting Date”) shall be:
	 
	 	 	 	January 11, 2008 (the Starting Date may be no earlier
than 1/1/2008). 
Month/Day/Year
	 
	 	C.	 	Notwithstanding the foregoing, if Participant’ s employment
is terminated by reason of death or disability, before the distribution of any
portion of his Account has begun, the Company shall, within ninety (90) days
of the date of such termination, commence distribution of the Account to the
Participant (in the event of disability) or to the beneficiary or
beneficiaries (in the event of death) selected by the Participant in the form
selected in Section IV. A. above. If Participant’s employment is terminated by
reason of death or disability after distribution of his or her Account has
begun, the Company will continue to make distributions to the
Participant or the Participant’s beneficiary or beneficiaries in the manner in
which distributions commenced.






	V.	 	Beneficiaries
	 
	 	 	The amount payable in accordance with Part IV above in the case of
Participant’s death will be paid to Participant’s estate unless one or more
beneficiaries both are designated below and survive Participant:





	 	 	 	 	 
	Beneficiary (Name)	 	Address	 	Share (%)
	Mae Charlene Rowe McEwen
	 	7109 Barefoot Cove, Austin,
TX 78730
	 	100%






- 2 -









 









	VI.	 	Miscellaneous.






	 	A.	 	Except for naming a beneficiary(ies), whether by designation above, by will, or
by laws of descent and distribution, the right to receive payments of amounts credited
to Participant’s Account in accordance with this agreement is not transferable or
assignable by Participant; any other attempted assignment or alienation of payments
hereunder will be void and of no force or effect.
	 
	 	B.	 	The Company has the full and exclusive authority to construe, interpret and
administer this agreement, and the Company’ s construction and interpretation thereof
will be binding and conclusive on the Company and Participant for all purposes.
	 
	 	C.	 	Nothing in this agreement is to be construed as conferring upon Participant the
right to remain in the employment of the Company or any affiliate as an executive or in
any other capacity.
	 
	 	D.	 	It is intended that the deferral of payment of any amount under this agreement
will not affect in any way Participant’s rights under the Employment Agreement by and
between Participant and the Company dated January 28, 2007.
	 
	 	E.	 	This agreement will be interpreted under the laws of the state of Delaware.
	 
	 	F.	 	The Company reserves the right at any time, or from time to time, to
amend, terminate or modify this agreement.
	 
	 	G.	 	This agreement is binding upon the Company and any successor thereto by
merger, consolidation, acquisition of all or substantially all the assets thereof, or
otherwise.




- 3 -









 





     IN WITNESS WHEREOF, the parties have executed and entered into this Agreement on the date set
forth above.



	 	 	 	 	 	 	 
	 	 	EXECUTIVE:	 	 
	 
	 
	 	/s/ Timothy McEwen	 	 
	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	STUDY ISLAND, LLC	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ David Phillips	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	David Phillips	 	 
	 

	 	Title:
	 	Vice President	 	 







- 4 -