EX-10.1



 




Exhibit
10.1




AMENDMENT
TO

EMPLOYMENT AGREEMENT




     AMENDMENT dated December 11, 2007 (the “Amendment”) to the Employment Agreement
dated January 31, 2007 (the “Employment Agreement”) between Haights Cross Communications, Inc., a
Delaware corporation (the “Company”), and Paul J. Crecca (“Crecca”).
All capitalized terms not otherwise defined herein shall have the same meaning given to them in the
Employment Agreement.



     WHEREAS, Section 14 of the Employment Agreement provides that it may be amended by mutual
consent and now the Company and Crecca desire to amend the Employment Agreement as set forth below
to reflect recent changes agreed to between the Company’s Board of Directors and Crecca.



     NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, and
for other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto hereby agree as follows:



     1. Section 1(a) of the Employment Agreement shall be replaced in its entirety with the
following text:




	 	 	“Position. The Company agrees to employ Crecca, and Crecca agrees to serve as
President and Chief Executive Officer of the Company. Crecca shall report to the
Company’s Board of Directors.”





     2. Section 1(c) of the Employment Agreement shall be replaced in its entirety with the
following text:




	 	 	“Duties and Powers. Crecca shall have the customary duties, powers,
responsibilities and authority of a President and Chief Executive Officer. Crecca shall
perform such duties and exercise such powers upon such terms and conditions as the Board
of Directors shall reasonably impose. Crecca shall devote his full working time and best
efforts to the performance of his duties under this Agreement, except that, with the
consent of the Board of Directors (which consent shall not be unreasonably withheld),
Crecca may engage in charitable and community affairs activities. Crecca also agrees
that participation as a member of an outside corporate board will only be undertaken
with permission of the Board of Directors.”





     3. Section 2(a) of the Employment Agreement shall be replaced in its entirety with the
following text:




	 	 	“Base Salary. The Company shall pay Crecca an annual base salary of $435,000
commencing as of December 5, 2007 and continuing for the year 2008, increasing by





 









 






	 	 	4% (four percent) in each subsequent calendar year of the Term thereafter (“Base
Salary”).”





     4. Section 2(b) of the Employment Agreement shall be replaced in its entirety with the
following:




	 	 	“Annual Bonus. The Company shall pay Crecca an annual bonus (“Bonus”) of not
less than 50% (fifty percent) of Base Salary in each year of the Term and, in each year
of the Term, Crecca shall be eligible for a greater Bonus within the Board of Directors’
sole discretion. Bonus shall be paid no later than March 15 of the year following the
applicable Bonus year. Bonus for 2007 shall be payable at the rate of 50%, or a greater
rate at the discretion of the Board of Directors, of 2007 Base Salary as if this
Agreement was in effect from January 1, 2007.”





     5. The reference in Section 3(a)(ii) to “the current year target amount” shall hereafter
refer to the new annual bonus rate of 50%.



     6. In lieu of the address provided, any notices to the Company shall also be sent to the
following address:



         Philip J. Flink, Esq.

         Brown Rudnick Berlack Israels LLP

         One Financial Center

         Boston, MA 02111



     7. No Other Changes. Except as amended hereby, the Employment Agreement shall remain
in full force and effect and in accordance with its terms. This Amendment shall be limited solely
for the purpose and to the extent expressly set forth herein and nothing express or implied shall
constitute an amendment, supplement, modification or waiver to any other term, provision or
condition of the Employment Agreement.



     8. Counterparts. This Amendment may be executed and delivered (including by
facsimile and PDF transmission) in any number of counterparts, each of which when executed shall be
deemed to be an original but all of which taken together shall constitute one and the same
Amendment.



     9. Governing Law. This Amendment shall be governed by and construed under the laws
of the State of New York, without reference to conflicts of laws rules.



[SIGNATURES ON FOLLOWING PAGE]



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     IN WITNESS WHEREOF, this Amendment has been executed as a sealed instrument by the parties
hereto or their duly authorized representatives, effective as of the date first above written.



	 	 	 	 	 
	 	HAIGHTS CROSS COMMUNICATIONS, INC.

 	 
	 	By:  	/s/ Mark Kurtz
 	 
	 	 	Mark Kurtz, Senior Vice President and 	 
	 	 	Chief Financial Officer 	 
	 



	 	 	 	 	 
	 	 	 
	 	                                                     /s/ Paul J. Crecca
 	 
	 	Paul J. Crecca 	 
	 	 	 
	 




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