exv10w14






Exhibit 10.14




Archipelago Learning, LLC




EMPLOYMENT AGREEMENT




     This Employment Agreement (this “Agreement”) is entered into as of this 31st day of August,
2009 by and between Archipelago Learning LLC, a Delaware limited liability company (the “Company”),
and Timothy McEwen (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; and



     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 Chief Executive Officer, beginning on
August 31, 2009 (the “Start Date”). 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”) consistent
with his position as Chief Executive Officer. In addition, the Company acknowledges and agrees
that Executive will be the Chief Executive Officer of all of the Company’s operations and/or groups
should the Company complete any acquisitions or otherwise expand its business.



     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 third 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.



 









 





     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 three hundred
and twenty eight thousand dollars ($328,000), 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. In the event of an extraordinary material acquisition of another company or business
by the Company, the Board of Managers will consider in good faith an appropriate adjustment to the
Executive’s compensation to reflect any of the Executive’s increased responsibilities resulting
from such acquisition.



     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,
2009) an annual bonus (the “Bonus”) in an amount equal to up to 50% of his 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 60% of his base salary. The bonus
payments, if any, shall be paid by the Company no later than the 15th day of the third calendar
month of the fiscal year following the fiscal year to which such annual bonus relates.



     4.3 Incentive Equity: The Executive will have the right to participate in the Company’s
incentive equity plan, as determined by the Board of Directors.



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



     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



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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. 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 one hundred twenty (120) 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,
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:



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     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), and such termination constitutes a “separation from service” under
Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”), 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 him a Bonus or a pro-rated Bonus
for the calendar year in which the Termination Date fell, based on the number of days of such
calendar year that the Executive was employed by the Company (the “Pro-Rated Bonus”), as
applicable, (iii) pay him an amount equal to his base salary during the Severance Period (as
defined in Section 7.7 below) payable in equal installments, in accordance with the Company’s
normal payroll practices, beginning with the first payroll date following the 45th day after the
Termination Date, (iv) provide the Executive with all benefits that are accrued but unpaid as of
the Termination Date, and (v) 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). Notwithstanding anything herein to the contrary, for the
avoidance of doubt, when calculating the Pro Rated Bonus under this Section 7.1 or any other
Section of this Agreement such calculation shall be determined based on the actual performance
achieved by the Company during the applicable fiscal period, and shall be paid by the Company when
other bonus payments are made to similarly situated employees.



     (b) If the Company terminates the Executive’s employment for Cause, and such termination
constitutes a “separation from service” under Section 409A, 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), and such termination constitutes a “separation from service” under Section
409A, 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 him a
Pro-Rated Bonus, (iii) pay him an amount equal to his base salary during the Severance Period
payable in equal installments, in accordance with the Company’s normal payroll practices,
beginning with the first payroll date following the 45th day after the Termination Date, (iv)
provide the Executive with all benefits that are accrued but unpaid as of the Termination Date,
and (v) 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).



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     (b) If the Executive terminates his employment with the Company without Good Reason, and such termination constitutes a “separation from service” under Section 409A, 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: If the Executive’s employment is terminated
pursuant to Section 3 hereof as a result of the expiration of the term of this Agreement, or
pursuant to Section 6.3 as a result of his death or disability, and such termination constitutes a
“separation from service” under Section 409A, 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).



     7.4 Payment Schedule: All payments of base salary under this Section 7 (excluding wages for
services performed prior to the Termination Date) shall be paid in accordance with the Company’s
normal payroll practices, beginning with the first payroll date following the 45th day after the
Termination Date. Payment of wages for services performed prior to the Termination Date shall be
paid in accordance with the Company’s normal payroll practices without regard to the 45 day delay.
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, but in
no event later than the 15th day of the third calendar month of the fiscal year following the
fiscal year in which the Termination Date occurred, and in no event earlier than the 45th day
following the Termination Date. Each payment made in accordance with this Section 7 shall be
treated as a separate payment for purposes of Section 409A, to the extent Section 409A applies to
such payments.



     7.5 Cause: Wherever reference is made in this Agreement to termination being with or without
Cause, “Cause” shall mean (i) the Executive repeatedly refuses or fails to perform any of his
duties and responsibilities as determined from time to time by the Board, including, without
limitation (a) the 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 following thirty (30) days’ written notice from the Company of such alleged fault and
(b) the Executive’s refusal to comply with any lawful directive or policy of the Board which
refusal is not cured by the Executive within thirty (30) days of such written notice from the
Company; provided, that the Company shall not be required to give the Executive more than two cure
periods with respect to this clause (i), (ii) the Executive acts (including a failure to act) in a
manner which constitutes gross and willful misconduct or gross negligence in the performance of his
duties, (iii) the Executive commits a material act of fraud, personal dishonesty or
misappropriation relating to the Company or Holdings, (iv) the Executive commits a material act of
dishonesty, embezzlement, unauthorized use or disclosure of Confidential Information or other
intellectual property or trade secrets, common law fraud or



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other
fraud with respect thereto, (v) a breach by the Executive of a material provision of this
Agreement or any other written agreement with the Company,
(vi) the Executive’s 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
(vii) 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 this 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 or any other written agreement with the Executive, (ii) a reduction in the
Executive’s base salary, or (iii) a material reduction or diminution of the Executive’s duties,
responsibilities or authorities, which are caused by an act of the Company. The Company shall have
30 days after receipt of notice from the Executive setting forth the specific conduct that
constitutes Good Reason, to cure such conduct that would result in Good Reason. The Executive may
not resign his employment for Good Reason unless the Executive has provided the Company with at
least 30 days prior written notice of his intent to resign for Good Reason (which notice must be
provided within 60 days following (x) the occurrence of the event(s) purported to constitute Good
Reason, or (y) if the Executive did not know of the occurrence of any of such events, the date on
which the Executive had actual knowledge of the occurrence of any of such events) and has set forth
in reasonable detail the specific conduct that constitutes Good Reason and the specific provisions
of this Agreement on which the Executive relies.



     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
twelve-month anniversary of the Termination Date.



     7.8 Payments Contingent on Release: The Company’s obligation to make any payments of base
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, within 45 days following the Termination Date. 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. As used in this Section 8, “Company” shall
mean Archipelago Learning Holdings, LLC (“Holdings”), the Company and all of the Company’s current
and future parent direct and indirect parent companies and subsidiaries.



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



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     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 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.



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     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.



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     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:
	 	Mr. Timothy McEwen
	 

	 	 	 	5430 Vickery Blvd
	 

	 	 	 	Dallas, Texas 75206
	 

	 	 	 	Telephone: (214) 377-8255
	 

	 	 	 	Facsimile: (214) 272-3114
	 
	 	 	 	 
	 

	 	If to the Company:
	 	Archipelago Learning, LLC
	 

	 	 	 	3400 Carlisle Street, Suite 345
	 

	 	 	 	Dallas, Texas 75204-1257
	 

	 	 	 	Attention:
	 

	 	 	 	Telephone: (214) 379-0023
	 

	 	 	 	Facsimile: (866) 515-9145
	 
	 	 	 	 
	 

	 	with a copy to:	 	 
	 
	 	 	 	 
	 

	 	 	 	c/o Providence Equity Partners Inc.
	 

	 	 	 	50 Kennedy Plaza, 18th Floor
	 

	 	 	 	Providence, Rhode Island 02903
	 

	 	 	 	Attention: Peter O. Wilde, Jr.
	 

	 	 	 	Telephone: (401) 751-8666
	 

	 	 	 	Facsimile: (401) 751-1790
	 
	 	 	 	 
	 

	 	with a copy to:
	 	Weil, Gotshal & Manges LLP
	 

	 	 	 	100 Federal Street 34th Floor
	 

	 	 	 	Attention: Kevin J. Sullivan

Telephone: (617) 772-8348

Facsimile: (4617) 772-8333






     If notice is mailed, such notice shall be effective upon mailing, or if notice is personally



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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.



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     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. 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; provided, that nothing contained herein shall limit or restrict the
Executive’s rights to incentive equity compensation and outstanding equity awards contemplated by
that certain Employment Agreement dated as of January 1, 2007, by and between the Company and the
Executive, and such rights are hereby expressly preserved.



The next page is the signature page.




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



	 	 	 	 	 
	 	EXECUTIVE:

 	 
	 	/s/ Tim McEwen
 	 
	 	 	 
	 	 	 
	 
	 	ARCHIPELAGO LEARNING, LLC

 	 
	 	By:  	/s/ Peter Wilde
 	 
	 	Name:  	Peter Wilde	 
	 	Title:  	Chairman 	 	 
	 




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