exv10w15






Exhibit 10.15




Study Island, LLC 




EMPLOYMENT AGREEMENT



This Employment Agreement (this “Agreement”) is entered into as of this 22nd day of May, 2007, by
and between Study Island LLC, a Delaware limited liability company (the “Company”), and James B.
Walburg (the “Executive”).



WHEREAS, the Company desires to engage the services of the Executive and the Executive desires to
be employed by the Company;



WHEREAS, the Company desires to be assured that the unique and expert services of the Executive
will be available to the Company, and that the Executive is willing and able to render such
services on the terms and conditions hereinafter set forth;



WHEREAS, the Company desires to be assured that the confidential information and good will of the
Company will be preserved for the exclusive benefit of the Company.



NOW, THEREFORE, in consideration of such employment and the mutual covenants and promises herein
contained, and for other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the Company and the Executive agree as follows:




	1	 	EMPLOYMENT AND RESPONSIBILITIES





The Company will employ the Executive in the position of Senior Vice President, Chief Financial
Officer, beginning on May 29, 2007 (the “Start Date). The Executive shall report to the Chief
Executive Officer. The Executive will have such authority, and will perform all of the duties,
normally associated with this position as well as other duties as may be reasonably assigned to him
from time to time by the Board of Managers of the Company (the “Board”) or the Chief Executive
Officer, in each case consistent with his position as Senior Vice President, Chief Financial
Officer.




	2	 	ATTENTION AND EFFORT





The Executive will devote all of his business time, ability, attention and best efforts to the
performance of his duties hereunder in a manner which will faithfully and diligently further the
Company’s business to the exclusion of all other business activities. However, the Executive may
devote reasonable periods of time to engaging in charitable or community service activities, so
long as none of these activities interfere with his duties under this Agreement. Executive agrees
to perform his duties and responsibilities within Company policies, standard work hours and
attendance and general work practices.




	3	 	TERM





The Executive’s employment hereunder initially shall be for a term commencing on the Start Date and
ending on the day preceding the second anniversary of the Start Date, subject to earlier
termination in accordance with Section 6 below. The Agreement shall be automatically extended from
year to year thereafter 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 initial or then current renewal term. The provision of the foregoing notice shall




 









 








result in the expiration of this Agreement at the end of the then current term and shall not be
deemed a termination of Executive’s employment by the Company.




	4	 	COMPENSATION





During the term of employment under this Agreement, the Company agrees to pay to the Executive, and
he agrees to accept in full consideration for all services performed by him, the following
compensation:



4.1 Base Salary: The Company will pay the Executive an annual base salary of Two hundred thousand
dollars ($200,000), before all customary payroll deductions. This annual base salary will be paid
in accordance with the usual payroll practices of the Company. The Board may make such increases in
the base salary as the Board may, in its sole discretion, deem appropriate.



4.2 Bonus: During the Executive’s employment term, the Executive will participate in the Company-wide bonus plan in which all employees of the Company participate based on the bonus plan’s
policies and procedures then in effect. In addition, Executive will be eligible to receive in
respect of each fiscal year of the Company (commencing with the fiscal year ending on December 31,
2007) an annual bonus in an amount equal to up to 40% of his earned base salary (pro rated for
partial years) based on, among other things, performance targets established by the Board of
Managers by reference to the operating plan approved from time to time by the Board of Managers;
provided that if the performance targets in any fiscal year are exceeded, the maximum bonus the
Executive shall be eligible to receive shall equal up to 50% of his base salary.



4.3 Incentive Equity: On the Start Date, Executive will be granted incentive equity pursuant to the
long term incentive equity program of the Company’s parent company, Study Island Holdings, LLC
(“Holdings”), on the terms and conditions set forth in Exhibit A.



4.4 Withholding: The Company may withhold from any compensation and benefits payable to the
Executive all applicable federal, state and local withholding taxes.



4.5 Board Participation. The Executive will not be a member of the Board of Managers of Holdings
but will be permitted to attend and participate in meetings of the Board of Managers of Holdings,
with the exception of any closed executive sessions.




	5	 	BENEFITS





5.1 Description of Benefits: During the term of employment under this Agreement, the Executive will
be entitled to participate in all employee incentive, pension and welfare benefit plans and
programs made available generally to other senior executives of the Company, as such plans or
programs may be in effect from time to time (including, without limitation, incentive equity,
profit sharing, savings and other pension and retirement plans or programs, medical, dental,
hospitalization, short-term and long-term disability and life insurance plans, accidental death and
dismemberment protection, and any other pension or retirement plans or programs and any other
employee incentive compensation plans, employee welfare benefit plans or programs that may be
sponsored by the Company from time to time and provided that




 









 









Executive meets the eligibility requirements and other terms, conditions and restrictions of the
respective plans and programs, including any plans that supplement the above-listed types of plans
or programs, whether funded or unfunded). Payment for such coverages will be the sole
responsibility of the Executive, unless the Company makes such coverages available to similarly
situated executives on a shared cost basis. In addition, the Executive will be entitled to 4 weeks
of paid vacation per year. During 2007, as part of the Executive 4 weeks of paid vacation per year,
the Company will permit the Executive to take a week vacation the week of July 20 – July 27 and
will use reasonable efforts to permit vacation on August 2 and 3. The Company will pay for all
reasonable expenses actually incurred by the Executive directly in connection with the business
affairs of the Company and the performance of his duties hereunder, upon presentation of proper
receipts or other proof of expenditure and subject to such reasonable guidelines or limitations
provided by the Company from time to time.




	6	 	TERMINATION





The Executive’s employment under this Agreement may be terminated as follows, but in the event of
any such termination, the provisions of Sections 7 and 8 will survive the termination of the
Executive’s employment.



6.1 By the Company: The Company may terminate the employment of the Executive, with or without
Cause (as defined in Section 7.5 hereof), at any time during the term hereof by delivery of a
Notice of Termination (as defined below) to the Executive.



6.2 By the Executive: The Executive may terminate his employment at any time, for any reason, by
delivery of a Notice of Termination to the Company.



6.3 Death; Disability: The Executive’s employment will terminate automatically upon the Executive’s
death or total disability. The term “total disability” will mean the Executive’s inability to
perform the duties set forth in Section 1 hereof for a period of twelve (12) consecutive weeks, or
a cumulative period of 90 business days in any 12-month period, as a result of physical or mental
illness or loss of legal capacity.



6.4 Notice: The term “Notice of Termination” means at least thirty (30) days’ prior written notice
of termination of the Executive’s employment (the “Advance Notice Period”), during which period the
Executive’s employment and performance of services will continue; provided, however, that (i) the
Executive may, upon termination of his employment for Good Reason, make such notice effective
immediately, (ii) the Company may, upon termination of his employment with or without Cause, make
such notice immediately and (iii) the Company may, upon notice to the Executive and without
reducing compensation during any Advance Notice Period, excuse him from any or all of his duties
during any Advance Notice Period. The effective date of termination of employment (the “Termination
Date”) will be the date on which such Advance Notice Period expires (or the date of notice, if the
Company exercises its rights under clause (ii) hereof or if the Executive exercises his rights
under clause (i) hereof) or as otherwise provided in Section 3 above.



 









 






	7	 	TERMINATION PAYMENTS





In the event of termination of the employment of the Executive, all compensation and benefits set
forth in this Agreement will terminate as of the Termination Date except as specifically provided
in this Section 7:




	7.1	 	Termination by the Company:





(a) If the Company terminates the Executive’s employment without Cause (other than as result of
death or total disability), he will not be entitled to receive any of the payments or benefits
provided for herein except the Company shall (i) pay his base salary through the Termination Date,
(ii) pay his base salary during the Severance Period (as defined in Section 7.7 below) payable at
the same time such payment would be made during Executive’s regular employment with the Company,
(iii) provide Executive with all benefits that are accrued but unpaid as of the Termination Date,
and (iv) provide the Executive with all benefits expressly available upon termination of employment
in accordance with the plans and programs of the Company applicable to the Executive on the
Termination Date (but without duplication of any benefits or payments otherwise provided for
hereunder).



(b) If the Company terminates the Executive’s employment for Cause, he will not be entitled to
receive any of the payments or benefits provided for herein except the Company shall (i) pay his
base salary through the Termination Date, (ii) provide the Executive with all benefits that are
accrued but unpaid as of the Termination Date, and (iii) provide the Executive with all benefits
expressly available upon termination of employment in accordance with the plans and programs of the
Company applicable to the Executive on the Termination Date (but without duplication of any
benefits or payments otherwise provided for hereunder).




	7.2	 	Termination by the Executive:






	(a)	 	If the Executive terminates his employment with the Company with Good Reason (as hereinafter
defined), he will not be entitled to receive any of the payments or benefits provided for
herein except the Company shall (i) pay his base salary through the Termination Date, (ii) pay
his base salary during the Severance Period payable at the same time such payment would have
been made during the Executive’s regular employment with the Company, (iii) provide Executive
with all benefits that are accrued but unpaid as of the Termination Date and (iv) provide the
Executive with all benefits expressly available upon termination of employment in accordance
with the plans and programs of the Company applicable to the Executive on the Termination Date
(but without duplication of any benefits or payments otherwise provided for hereunder).






	(b)	 	If the Executive terminates his employment with the Company without Good Reason, he will not
be entitled to any payments or benefits provided for herein except the Company shall (i) pay
his base salary through the Termination Date, (ii) provide the Executive with all benefits
that are accrued but unpaid as of the Termination Date, and (iii) provide the Executive with
all benefits expressly available upon termination of employment in accordance with the plans
and programs of the Company applicable to the Executive on the Termination Date (but without
duplication of any benefits or payments otherwise provided for hereunder).










 









 












	7.3	 	Expiration of Term, Death or Disability:





(a) If the Executive’s employment is terminated pursuant to Section 3 hereof as a result of the
expiration of the term of this Agreement, he will not be entitled to receive any of the payments or
benefits provided for herein except the Company (i) pay his base salary through the Termination
Date, (ii) pay his base salary during the Severance Period payable at the same time such payment
would have been made during the Executive’s regular employment with the Company, (iii) provide the
Executive with all benefits that are accrued but unpaid as of the Termination Date and (iv) provide
the Executive with all benefits expressly available upon termination of employment in accordance
with the plans and programs of the Company applicable to the Executive on the Termination Date (but
without duplication of any benefits or payments otherwise provided for hereunder).



(b) If the Executive’s employment is terminated pursuant to Section 6.3 as a result of his death or
total disability, he will not be entitled to any payments or benefits, except the Company shall (i)
pay his base salary through the Termination Date, (ii) provide Executive with all benefits that are
accrued but unpaid as of the Termination Date and (iii) provide the Executive with all benefits
expressly available upon termination of employment in accordance with the plans and programs of the
Company applicable to the Executive on the Termination Date (but without duplication of any
benefits or payments otherwise provided for hereunder).



7.4 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.



7.5 Cause: Wherever reference is made in this Agreement to termination being with or without Cause,
“Cause” shall mean (i) Executive refuses or fails to perform any of his duties and responsibilities
as determined from time to time by the Board or the Chief Executive Officer, including, without
limitation (a) Executive’s persistent neglect of duty or chronic unapproved absenteeism (other than
for a temporary or permanent disability) which remains uncured to the reasonable satisfaction of
the Board or the Chief Executive Officer following thirty (30) days’ written notice from the
Company of such alleged fault and (b) Executive’s refusal to comply with any lawful directive or
policy of the Board or the Chief Executive Officer which refusal is not cured by Executive within
thirty (30) days of such written notice from the Company; provided, however, that the Company shall
not be required to give Executive a cure period with respect to this clause (i) on more than one
occasion; (as used in this Section 7.5, “Company” shall mean Holdings, the Company and each of the
Company’s subsidiaries), (ii) Executive acts (including a failure to act) in a manner which
constitutes willful misconduct, gross negligence, or insubordination, (iii) the Company determines
that, in the reasonable judgment of the Board or the Chief Executive Officer, (x) Executive has
committed an act of fraud, personal dishonesty or misappropriation relating to the Company or
Holdings, has violated any material provision of any written policy of the Company or Holdings or
(y) Executive has committed any other act causing material harm to the Company’s or Holding’s
standing or reputation, or any act of dishonesty, embezzlement, unauthorized use or disclosure of
Confidential Information or other intellectual property or trade secrets, common law fraud or other
fraud with respect thereto, (iv) a material breach by the Executive of this Agreement, any other
written agreement with the Company, any fiduciary duty to the Company, (v) Executive’s arrest,
indictment for or conviction (or the entry of a plea of a nolo contendere or equivalent plea) in a
court of competent jurisdiction of a felony or any misdemeanor involving material dishonesty or



 









 







moral turpitude, or (vi) the Executive’s habitual or repeated misuse of, or habitual or
repeated performance of the Executive’s duties under the influence of, alcohol or controlled
substances.



7.6 Good Reason: Whenever reference is made in the Agreement to termination being with or without
Good Reason, “Good Reason” shall mean the occurrence of any of the following events without the
Executive’s express written consent: (i) any breach by the Company of any material provision of
this Agreement for which the Company has received a written notice that specifies the Company’s
violation and for which the Company has been given reasonable opportunity to cure and fails to
cure, (ii) a reduction in or the failure to pay the Executive’s base salary, (iii) a material
reduction or diminution of the Executive’s duties, responsibilities or authorities which are caused
by an act of the Company, (iv) non-renewal by the Company of this Agreement pursuant to Section 3
hereof, or (iv) a request by the Company for the Executive to perform an illegal or unethical act.



7.7 Severance Period: Whenever reference is made in this Agreement to the Severance Period,
“Severance Period” shall mean the period commencing on the Termination Date and ending on the
six-month anniversary of the Termination Date.



7.8 Payments Contingent on Release: The Company’s obligation to make any payments of salary or
bonus under this Section 7 (other than wages for services performed prior to the Termination Date)
shall be contingent upon the Executive executing a general release concerning the Executive’s
employment in form and substance reasonably acceptable to the Company and the Executive. No such
contingency shall apply to any obligation to provide benefits under this Section 7.




	8	 	NONCOMPETITION, NONSOLICITATION, PROTECTION OF CONFIDENTIAL
INFORMATION





8.1 Applicability: This Section 8 will survive the termination of this Agreement and the
Executive’s employment with the Company. The Executive acknowledges and agrees that the
consideration for the covenants made by him herein includes the transactions and promises made
under the Purchase Agreement. As used in this Section 8, “Company shall mean Holdings, the Company
and all of the Company’s subsidiaries.



8.2 Restricted Period: As used in this Agreement, the “Restricted Period” means the period
commencing on the Start Date and six-months following the Termination Date (the “Trigger Date”).



8.3 Noncompetition: During the Restricted Period, the Executive will not engage in any business in
any manner, directly or indirectly, individually or as a consultant to, or as an employee, officer,
director, stockholder, partner or other owner or participant of, any entity that (i) is in
competition with any business of the Company or any business in which, to the Executive’s
knowledge, the Company had plans to engage or was considering engaging as of the Trigger Date,
except the Executive may own up to five percent (5%) of any class of issued and outstanding
securities of a competitive corporation whose shares are regularly traded on a national securities
exchange or on the over-the-counter market, or (ii) inevitably will result in the disclosure or use
of the Company’s Confidential Information, as defined in Section 8.5 below, in either case in any
state in the United States where the Company does business as of the Trigger Date or where, to the
Executive’s knowledge, the Company had plans to engage or was considering engaging as of the
Trigger Date.



8.4 Nonsolicitation: As used in this Agreement, “Solicitation” means, directly or indirectly,
individually or as a consultant to, or as an employee, officer, director, stockholder, partner or
other



 









 







owner or participant of, any entity, (a) the solicitation of, inducement of, or attempt to induce,
any employee, agent or consultant (including freelance writers and content providers) of the
Company to leave the employ of, or stop providing services to, the Company; (b) the offering or
aiding another to offer employment to, or interfering or attempting to interfere with the Company’s
relationship with, any employees or consultants (including freelance writers and content providers)
of the Company; (c) the solicitation of, or assistance to any entity or person in solicitation of,
any customers or suppliers (including freelance writers and content providers) of the Company to
discontinue doing business with the Company; or (d) interfering with any relationship between the
Company and any of its customers or suppliers (including freelance writers and content providers).
During the Restricted Period, the Executive will not engage in or attempt to engage in any
Solicitation, provided that Solicitation will not be considered to have occurred by the general
advertising for or hiring of any employee by entities with which the Executive is associated, as
long as he does not directly or indirectly (i) induce such employee to leave the Company, (ii)
contact such employee prior to his departure from the Company regarding employment, or (iii) in the
case of hiring such employee, control such entity or have any input in the decision to hire such
employee.



8.5 Protection of the Company’s Confidential Information: As used in this Agreement, “Confidential
Information” means all information that relates to the business, technology, manner of operation,
suppliers, panelists, customers, finances, employees, plans, proposals or practices of the Company
or of any third parties doing business with the Company, and includes, without limitation, the
identities of and other information regarding the Company’s suppliers, panelists, customers and
prospects, supplier lists, panelist list employee information, business plans and proposals,
software programs, marketing plans and proposals, technical plans and proposals, research and
development, budgets and projections, nonpublic financial information, and all other information
the Company designates as “confidential” or intends to keep as confidential or proprietary.
Excluded from the definition of Confidential Information is information that is or becomes
generally known to the public, other than through the breach of this Agreement by the Executive.
For this purpose, information known or available generally within the trade or industry of the
Company shall be deemed to be generally known to the public. The Executive understands and agrees
that Confidential Information will be considered the trade secrets of the Company and will be
entitled to all protections given by law to trade secrets and that the provisions of this Agreement
apply to every form in which Confidential Information exists, including, without limitation,
written or printed information, films, tapes, computer disks or data, or any other form of memory
device, media or method by which information is stored or maintained. The Executive acknowledges
that in the course of employment with the Company, he has received and may receive Confidential
Information of the Company. The Executive further acknowledges that Confidential Information is a
valuable, unique and special asset belonging to the Company. For these reasons, and except as
otherwise directed by the Company, the Executive agrees, during his employment, and at all times
after the termination of his employment with the Company, that he will not disclose or disseminate
to anyone outside the Company, nor use for any purpose other than as required by his work for the
Company, nor assist anyone else in any such disclosure or use of, any Confidential Information.
Upon the Company’s request at any time and for any reason, the Executive shall immediately deliver
to the Company all materials (including all soft and hard copies) in the Executive’s possession
which contain or relate to Confidential Information.



8.6 Ownership of Intellectual Property: All inventions, modifications, discoveries, designs,
developments, improvements, processes, software programs, works of authorship, documentation,
formulae, data, techniques, know-how, trade secrets or intellectual property rights or any interest
therein (collectively, the “Developments”) made by the Executive, either alone or in conjunction
with



 









 







others, at anytime or at any place during the Executive’s employment with the Company, whether or
not reduced to writing or practice during such period of employment, which relate to the business
in which the Company is engaged or, to the knowledge of the Executive, in which the Company intends
to engage, shall be and hereby are the exclusive property of the Company without any farther
compensation to the Executive. In addition, without limiting the generality of the prior sentence,
all Developments which are copyrightable work by the Executive are intended to be “work made for
hire” as defined in Section 101 of the Copyright Act of 1976, and shall be and hereby are the
property of the Company.



The Executive shall promptly disclose any Developments to the Company. If any Development is not
the property of the Company by operation of law, other provisions of this Agreement or otherwise,
the Executive will, and hereby does, assign to the Company all right, title and interest in such
Development, without further consideration, and will assist the Company and its nominees in every
way, at the Company’s expense, to secure, maintain and defend the Company’s rights in such
Development. The Executive shall sign all instruments necessary for the filing and prosecution of
any applications for, or extension or renewals of, letters patent (or other intellectual property
registrations or filings) of the United States or any foreign country which the Company desires to
file and relates to any Development. The Executive hereby irrevocably designates and appoints the
Company and its duly authorized officers and agents as such Executive’s agent and attorney-in-fact
(which designation and appointment shall be deemed coupled with an interest and shall survive the
Executive’s death or incapacity), to act for and in the Executive’s behalf to execute and file any
such applications, extensions or renewals and to do all other lawfully permitted acts to further
the prosecution and issuance of such letters patent, other intellectual property registrations or
filings, or such other similar documents with the same legal force and effect as if executed by the
Executive.



8.7 Equitable Relief: The Executive acknowledges that (a) the provisions of this Section 8 are
essential to the Company; (b) that the Company would not enter into this Agreement if it did not
include this Section 8; and (c) that damages sustained by the Company as a result of a breach of
this Section 8 cannot be adequately remedied by monetary damages. Furthermore, the Executive agrees
that the Company, notwithstanding any other provision of this Agreement, and in addition to any
other remedy it may have under this Agreement, or at law, will be entitled to injunctive and other
equitable relief to prevent or curtail any breach of this Section 8.




	9	 	FORM OF NOTICE





All notices given hereunder shall be given in writing, shall specifically refer to this Agreement
and shall be personally delivered or sent by telecopy or other electronic facsimile transmission or
by registered or certified mail, return receipt requested, at the address set forth below or at
such other address as may hereafter be designated by notice given in compliance with the terms
hereof:



If to Executive: James B. Walburg

913 Carriage Way

Southlake, Texas 76092

Telephone: 817-251-8017

Facsimile: 817-251-6291




If to the Company: 

c/o Study Island, LLC 

3400 Carlisle Street



Dallas, Texas 75204

Attention: Tim McEwen

Telephone: (214) 379-0023

Facsimile: (866) 515-9145



 









 






with a copy: Weil, Gotshal
 & Manges LLP 

100 Federal Street 34th Floor

Attention: Kevin J. Sullivan, Esq.

Telephone: (617) 772-8348

Facsimile: (4617) 772-8333




If notice is mailed, such notice shall be effective upon mailing, or if notice is personally
delivered or sent by telecopy or other electronic facsimile transmission, it shall be effective
upon receipt.




	10	 	ASSIGNMENT





This Agreement and all rights under this Agreement shall be binding upon and inure to the benefit
of and be enforceable by the parties hereto and their respective personal or legal representatives,
executors, administrators, heirs, distributees, devisees, legatees, successors and assigns. Nothing
in this Agreement shall be construed to confer any right, benefit or remedy upon any person that is
neither a party hereto nor a personal or legal representative, executor, administrator, heir,
distributee, devisee, legatee, successor or assign of a party hereto. This Agreement is personal in
nature, and none of the parties to this Agreement shall, without the written consent of the others,
assign or transfer this Agreement or any one or more of its rights or obligations under this
Agreement to any other person or entity, except that the Company may assign its rights and delegate
its obligations under this Agreement to any entity that acquires all or substantially all of its
business, whether by sale of assets, merger or like transaction. If the Executive should die while
any amounts are still payable, or any benefits are still required to be provided, to the Executive
hereunder, all such amounts or benefits, unless otherwise provided herein, shall be paid or
provided in accordance with the terms of this Agreement to the Executive’s devisee, legatee or
other designee or, if there be no such person, to the Executive’s estate.




	11	 	WAIVERS





No delay or failure by any party hereto in exercising, protecting or enforcing any of its rights,
titles, interests or remedies under this Agreement, and no course of dealing or performance with
respect thereto, will constitute a waiver thereof. The express waiver by a party hereto of any
right, title, interest or remedy in a particular instance or circumstance will not constitute a
waiver thereof in any other instance or circumstance. All rights and remedies shall be cumulative
and not exclusive of any other rights or remedies.




	12	 	AMENDMENTS IN WRITING





No amendment, modification, waiver, termination or discharge of any provision of this Agreement,
nor consent to any departure therefrom by either party, will in any event be effective unless the
same is in writing, specifically identifying this Agreement and the provision intended to be
amended, modified, waived, terminated or discharged and signed by the Company and the Executive.
Each amendment, modification, waiver, termination or discharge will be effective only in the
specific instance and for the specific purpose for which given. No provision of this Agreement will
be varied, contradicted or explained by any oral agreement, course of dealing or performance or any
other matter not set forth in an agreement in writing and signed by the Company and the Executive.




 









 





	13	 	APPLICABLE LAW





This Agreement will in all respects, including all matters of construction, validity and
performance, be governed by, and construed and enforced in accordance with, the laws of the State
of Delaware, without regard to any rules governing conflicts of laws.




	14	 	SEVERABILITY





If any provision of this Agreement is held invalid, illegal or unenforceable under applicable law,
for any reason, including, without limitation, the duration of such provision, its geographical
scope or the extent of the activities prohibited or required by it, then, to the full extent
permitted by law (a) all other provisions will remain in full force and effect and will be
liberally construed in order to carry out the intent of the parties hereto as nearly as may be
possible, (b) such invalidity, illegality or unenforceability will not affect the validity,
legality or enforceability of any other provision hereof, and (c) any court or arbitrator having
jurisdiction thereover shall (and will have the power to) reform such provision to the extent
necessary for such provision to be enforceable under applicable law.




	15	 	COUNTERPARTS





This Agreement, and any amendment or modification entered into pursuant to Section 12 hereof, 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.




	16	 	NO CONFLICTING AGREEMENTS





The Executive represents and warrants to the Company that the Executive is not a party to or
bound by any confidentiality, noncompetition, nonsolicitation, employment, consulting or other
agreement or restriction which could conflict with, or be violated by, the performance of the
Executive’s duties to the Company or obligations under this Agreement.




	17	 	KEY PERSON LIFE INSURANCE





The Executive acknowledges that the Company may wish to purchase insurance on the life of the
Executive, the proceeds of which would be payable to the Company, at the Company’s expense. The
Executive hereby consents to such insurance and agrees to submit to any medical examination and
release of medical records required to obtain such insurance.




	18	 	ENTIRE AGREEMENT





This Agreement on and as of the date hereof, constitutes the entire agreement between the Company
and the Executive relating to employment of the Executive with the Company, and supersedes and
cancels any and all previous or contemporaneous contracts, arrangements or understandings, whether
oral or written between the Company and the Executive relating to his employment with or
termination from the Company.



The next page is the signature page.




 









 





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



	 	 	 	 	 
	EXECUTIVE:	 	 
	 
	 	 	 	 
	/s/ James B. Walburg	 	 
	 	 	 
	James B. Walburg	 	 
	 
	 	 	 	 
	STUDY ISLAND, LLC
	 
	By: 

Name: 

Title:

	 	/s/ Tim McEwen
 

Tim McEwen 


CEO
	 	 







 









 








Exhibit A



Terms of Incentive Equity




You will be eligible to participate in the Study Island long term incentive plan. Upon acceptance
of this employment agreement, the Board will allocate a total of 791,159 incentive shares to you:
395,579 of Class B Participation Shares and 395,579 of Class C Performance Shares. Under the Long
Term Incentive Plan, shares would vest as follows: 20% on the first anniversary of the grant date,
20% on the second anniversary of the grant date, 20% on the third anniversary date, 20% on the
fourth anniversary date, and 20% on the fifth anniversary of the grant date. For Class B
Participation Shares, you will be “fully vested” after 5 years, meaning you will be entitled to the
value of 100% of the Participation Shares. However, the Class C Performance Shares cease to vest
once a participant is no longer employed by the Company and are subject to cancellation under
certain circumstances. (See Long Term Incentive Plan PowerPoint and copy of the Plan Agreement for
further details.)