Exhibit 10.1

  

   

  

   

  

  
    
       

      

       

      

      Nate Davis

        Chief Executive Officer

        nate.davis@k12.com

       

    

    
      Via email

       

      

      

    

    
      Offer Date:  April 3, 2020

    

    

    

    

    

    Timothy J. Medina

    320 Canterwood Lane

    Great Falls, VA  22066

    tjmedina@gmail.com

    

    

    Dear Tim:

     

    It is our great pleasure to offer you employment with K12 or one of its subsidiaries (the “Company”).  Your initial position will be Chief Financial Officer,
      reporting to Nate Davis, Chairman and CEO. If you accept this offer, you agree to report for work no later than the below date: 

     

    Start Date: April 13, 2020

     

    Your initial salary will be $19,791.67 biweekly which equates to $475,000 on an annualized basis subject to standard payroll deductions and paid on the
      Company’s regular payroll dates in accordance with the Company’s normal payroll practices.

     

    Effective on your first day of employment, you will be eligible to participate in the Company's bonus plan in accordance with its terms and conditions as may
      be amended from time to time, with an annual target incentive equal to 80% of your base salary.  Any actual award will be pro-rated based on the portion of your initial partial year of participation in the plan. Participation in our incentive plan is
      subject to review and confirmation each year.  Should you join the Company during the last quarter of the company’s fiscal year, you will be ineligible for bonus payment during that fiscal year’s compensation planning cycle.

     

    Subject to approval of the Compensation Committee, the Company will grant you a Restricted Stock Award (“RSA”) having a value (based on the Company’s common
      stock price on the Start Date) equal to $800,000.  Upon approval of the Compensation Committee on or before the next scheduled regular meeting following your Start Date, you will receive an RSA Agreement for your acceptance which sets forth the terms
      and conditions applicable to your grant, including the vesting schedule for your RSAs.

     

    Subject to approval of the Compensation Committee, the Company will also grant you an award of Performance Share Units (“PSUs”), which will provide the
      opportunity to earn the PSUs outlined in the table below.  The PSUs will be granted pursuant to a PSU Agreement and our Stock Performance Plan (“SPP”).  Under the SPP, the PSUs will be earned if the average 30-calendar day closing stock price of the
      Company subsequent to 7 days after FY21 year-end earnings release is at the levels defined below.  Performance between levels will be interpolated linearly.

     

    

    
      
        
          


      

       

    	
            Average 30-Calendar Day Closing Stock Price

            Following 7 days after FY21 Year-End Earnings Release

          	
            Target Value

            (in Millions)

          	
            Shares

          
	
            $22.63

          	
            $0.8

          	
                   35,352

          
	
            $25.86

          	
            $1.2

          	
                   46,407

          
	
            $29.38

          	
            $1.5

          	
                   51,055

          
	
            $33.21

          	
            $2.0

          	
                   60,223

          
	
            $37.35

          	
            $2.5

          	
                   66,934

          
	
            $46.65

          	
            $3.0

          	
                   64,309

          
	
            $57.38

          	
            $3.2

          	
                   55,769

          


     

    In addition to your compensation, you are eligible to participate in the Company Health and Welfare Plans effective on your first day of employment.  You will
      have 30 days from your hire date to enroll, decline or make changes to benefit elections. You will also be eligible to participate in the Company’s 401(k) plan on the first of the month following your hire date. Under the current plan, the Company
      matches 25% up to 4% that you elect to contribute. You will automatically be enrolled at 3% contribution unless you make an active election within 30 days of receiving notice from the plan provider.   

     

    You will be eligible to receive 25 days of Personal Time Off (PTO) per year.  This time will be awarded on January 1st every year and will be pro-rated per
      Company policy for any employee that starts after January 1st.  To encourage employees to utilize vacation time, this time does not roll over each calendar year and any unused time will not be paid out upon leaving K12.

     

    The Company follows a Bring Your Own Device (BYOD) policy. Cell phone reimbursements for eligible personnel are reimbursed (tax free) through payroll. The
      reimbursement is split across pay periods so the employee receives $30 per pay period.

      

    

    This letter is not a contract for employment for any definite period of time. Rather, all employment with the Company is terminable at the will of either
      party with or without notice or cause. The “at will” nature of your employment cannot be changed except in writing and signed by an authorized Officer of the Company. 

     

    

    This offer is conditional upon the successful completion of our standard background check(s) and United States employment eligibility through I-9
      verification. 

      

    

    Your employment is contingent upon the execution of the enclosed K12 Employee Confidentiality, Proprietary Rights and Non-Solicitation Agreement and K12
      Agreement to Arbitrate (collectively, “Employment Agreements”), on or before the Start Date.

     

    By accepting this offer, you confirm that you are able to accept this job and carry out all of the work involved without breaching any legal restrictions on
      your activities, such as restrictions imposed by a current or former employer. You agree to honor all obligations to your current and former employers during your employment with the Company and that you are not involved in any situation that might
      create, or appear to create, a conflict of interest with respect to your loyalty to or duties for the Company

     

    If the terms of this letter are acceptable, please execute and return the signed offer for our files.  This offer will expire one week from the date of this
      offer.

     

    

    Tim, we look forward to your joining the K12 team and are confident you will have great success here.

     

    Sincerely,

    

    

     

     

    Nate Davis

      Chief Executive Officer 

    

    
      
        


    

    cc: Val Maddy

            Senior Vice President, Human Resources

            vmaddy@k12.com

    
      

      

       

    I, Timothy J. Medina, have read, understand and accept the
        terms of employment as described above and consent to receive communication from K12 via text or voicemail on the phone number you provided
        during the hiring process. These communications will only be for purposes related to your job.

     

    
      	
              Signature:

            	
              
                /s/ Timothy J. Medina

              

            	
               

            


      

      

      	
              Date:

              

            	
              April 6, 2020