exv10w9




Exhibit
10.9





CONFIDENTIAL




November 21, 2008




Mr. David Muzzo

3400 Carlisle St. Suite 345

Dallas, Texas 75204




Dear Dave:




     Reference is hereby made to (i) that Employment Agreement (this “Agreement”) dated the
10th day of January, 2007, by and between Study Island, LLC, a Delaware limited liability company
(the “Company”), and David Muzzo (the “Executive”) and (ii) that Participation
Share Agreement dated [   ], 2008 (the “Equity Agreement”) by and between Study Island
Holdings, LLC, a Delaware limited liability company ( “Holdings”) and the Executive.
Capitalized terms used herein but not otherwise defined shall have the meanings set forth in the
Agreement or the Equity Agreement, as applicable.



     The Company understands that the Executive plans to scale back his working hours and take an
extended leave of absence from the Company to engage in a cross Atlantic boating trip beginning in
or around June 2009 and ending in or around early
October 2009 (the “Leave of Absence”). As we
have discussed, in light of this, the Company is willing to extend the Agreement on the following
terms and conditions:



     1. Base Salary. Beginning as of January 10, 2009, the Executive’s annual base
salary for all purposes under the Agreement shall be $62,500. For the avoidance of doubt, the
Executive’s bonus contemplated by Section 4.2 of the Agreement will be computed based on an annual
base salary of $62,500.



     2. Participation Shares. As of January 10, 2009, the number of Vested Class B Shares
shall be 365,150.4 shares. The Equity Agreement shall be amended to reduce the remaining number
of unvested Class B Shares available to become vested in accordance with Section 4.2 of the Equity
Agreement to 273,862.8 shares. For the avoidance of doubt, the effect of the foregoing is that
273,862.8 unvested Class B Shares under the Equity Agreement shall be forfeited and no longer
available to become Vested Class B shares.



     3. Leave of Absence. The Executive shall provide the Company at least thirty (30)
days advanced notice of the beginning of the Leave of Absence, and the Leave of Absence shall not
exceed one hundred twenty (120) days. In the event that the Leave of Absence exceeds one hundred
twenty (120) days, the Company shall be entitled to terminate the Executive’s employment for Cause
in accordance with Section 7.1(b) of the Agreement.



 









 





     4. Renewal Terms. The Agreement shall be extended hereby until January 10, 2010.
The Agreement shall be thereafter automatically extended as hereby amended from year to year
hereafter unless either party gives not less than sixty (60) days prior written notice to the other
that such party elects to have the Agreement terminated effective at the end of the current renewal
term.



     5. Miscellaneous.



          (a) This letter agreement may be executed in counterparts (each of which shall be deemed to be
an original but all of which taken together shall constitute one and the same agreement) and shall
become effective when one or more counterparts have been signed by each of the parties and
delivered to the other parties.




          (b) Except to the extent specifically set forth in this letter agreement, all other terms and
provisions of the Agreement and the Equity Agreement shall remain in full force and effect without
change. This letter agreement shall be effective as of the date set forth above.




          (c) This letter agreement shall be governed by, and construed in accordance with, the laws of
the State of Delaware, applicable to contracts executed in and to be performed entirely within that
State.




          (d) This letter agreement is binding upon and is solely for the benefit of the parties hereto
and their respective successors, legal representatives and assigns.




          (e) In the event that the Executive’s employment with the Company ceases for any reason on or
prior to January 10, 2009, this letter agreement shall be null and void. In such case, the
Executive’s employment will cease of such date and the Agreement will be deemed to have expired in
accordance with Section 6.3.




[remainder of page intentionally left blank]




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     If
the foregoing is acceptable to you, please acknowledge your acceptance and agreement to the
matters set forth herein by signing where indicated below and returning your signature to the
Company. We are pleased to continue our relationship with you and look forward to the continuing
success of the Company.



	 	 	 	 	 
	 	STUDY ISLAND, LLC

 	 
	 	By:  	/s/ Tim McEwen
 	 
	 	 	Name:  	Tim McEwen 	 
	 	 	Title:  	CEO 	 
	 
	 	STUDY ISLAND HOLDINGS, LLC

 	 
	 	By:  	/s/
James B. Walburg
 	 
	 	 	Name:  	James B. Walburg 	 
	 	 	Title:  	CFO 	 
	 


AGREED AND ACCEPTED:



The undersigned acknowledges, agrees and approves this letter agreement




	 	 	 
	/s/ David Muzzo
 

David Muzzo

	 	 






[SIGNATURE PAGE TO LETTER AGREEMENT]




 









 





AMENDMENT TO STOCK PARTICIPATION SHARE AGREEMENT



          This AMENDMENT TO PARTICIPATION SHARE AGREEMENT (this “Amendment”) is entered into as of
November 21, 2008 (“Effective Date”) by and among STUDY ISLAND HOLDINGS, LLC, a Delaware
corporation (“Holdings”), and DAVID MUZZO (the “Executive” and together with Holdings, the
“Parties”).




          WHEREAS,
the Parties are parties to a Participation Share Agreement dated May 22, 2007 (the
“Agreement”):




          WHEREAS, the Parties desire to amend the Agreement in accordance with Section 10.5 thereof;
and




          WHEREAS, certain terms used in this Amendment are used as defined in the Agreement.




          NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements set
forth herein and in the Agreement, and intending to be legally bound hereby, the parties hereto
agree as follows:




          SECTION
1. Class B Shares As of January 10, 2009, (i) the number of Vested Class B
Shares shall be 365,150.4 shares and (ii) the remaining number of unvested Class B Shares
available to become vested in accordance with Section 4.2 of the Agreement, shall be 273,862.8
shares. For the avoidance of doubt, the effect of the foregoing is that 273,862.8 unvested Class B
Shares under the Agreement shall be forfeited and no longer available to become Vested Class B
shares.




          SECTION 2. Further Assurances. The Parties shall agree to execute and deliver any
additional documents and take such further actions as may reasonably be reasonably requested by any
other party to make effective and carry out the provisions of this Amendment.




          SECTION 3. Miscellaneous.




               (a) Headings. The headings contained in this Amendment are for reference purposes
only and shall not affect in any way the meaning or interpretation of this Amendment.



               (b) Counterparts. This Amendment may be executed in counterparts (each of
which shall be deemed to be an original but all of which taken together shall constitute one and
the same agreement) and shall become effective when one or more counterparts have been signed by
each of the parties and delivered to the other parties.



               (c) Entire Agreement. Except to the extent specifically set forth herein and the
letter agreement of even date herewith between the Parties, all other terms and provisions of the
Agreement shall remain in full force and effect without change.



 









 





               (d) Governing Law. This Amendment shall be governed by, and construed in accordance
with, the laws of the State of Delaware, applicable to contracts executed in and to be performed
entirely within that State.



               (e) Binding Nature. This Amendment is binding upon and is solely for the benefit of
the parties hereto and their respective successors, legal representatives and assigns.



               (f) Effective Date. This Amendment shall be effective as of January 10, 2009,
provided that if the Executive’s employment with the Company ceases for any reason prior to such
date, this Amendment shall be null and void.



[signature pages follow]




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     IN WITNESS WHEREOF, the Parties have caused this Amendment to be duly executed and delivered
as of the Effective Date.



	 	 	 	 	 
	 	STUDY ISLAND HOLDINGS, LLC

 	 
	 	By:  	/s/ Tim McEwen
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



	 	 	 	 	 
	 

	 	/s/ David Muzzo
 

David Muzzo
	 	 






[SIGNATURE PAGE TO AMENDMENT TO PARTICIPATION SHARE AGREEMENT]